NGMS / NeoGames S.A. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39721 NeoGames S.A. (now known as Neo Group Ltd.) (Exact name of registr

NGMS / NeoGames S.A. / Matalon Barak - SC 13D/A Activist Investment

SC 13D/A 1 zk2431385.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No. 4) NeoGames S.A.1 (Name of Issuer) Ordinary Shares, no par value L6673X107 (Title of class of securities) (CUSIP number) Barak Matalon C/o NeoGames S.A. 10 Habarzel St. Tel Aviv, Israel Telephone: 972-3-607-2571 with a copy to: Herzog Fox & Neeman

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Moti Malul, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materia

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2023, NeoGames S.A. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our ordinary shares, no par value. References herein to “we,” “us,” “our” and the “Company”

« NeoGames S.A. » Société anonyme 63-65, rue de Merl L-2146 Luxembourg R.C.S. Luxembourg: B186309

Exhibit 1.1 « NeoGames S.A. » Société anonyme 63-65, rue de Merl L-2146 Luxembourg R.C.S. Luxembourg: B186309 Constituée sous la dénomination « Neogames S.à r.l.» suivant acte reçu par Maître Gérard LECUIT, alors notaire de résidence à Luxembourg, en date du 23 avril 2014, publié au Mémorial C, Recueil des Sociétés et Associations numéro 1666 du 27 juin 2014. Les statuts ont été modifiés en dernie

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Motti Gil, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the “Company”) for the year ended December 31, 2023 (the “Report”), I, Motti Gil, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to S

NEOGAMES POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED

Exhibit 4.11 NEOGAMES POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION NeoGames S.A. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy shall ap

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the “Company”) for the year ended December 31, 2023 (the “Report”), I, Moti Malul, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

LOAN AGREEMENT

Exhibit 4.12 LOAN AGREEMENT THIS AGREEMENT (this "Agreement") is made on February 14, 2024 ("Effective Date"), by and between: (1) The persons listed in Schedule A (each, the "Lender"); and (2) NEOGAMES S.A., a company organized under the laws of Luxembourg, having its registered address at 5, rue de Bonnevoie, L-1260 Luxembourg, Grand Duchy of Luxembourg (the "Borrower"). WHEREAS: The Lender has

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

Consent of Independent Registered Public Accounting Firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the registration statement on Form S-8 (333-251103) and the registration statement on Form S-8 (333-264467) of NeoGames S.A. of our report dated April 19, 2024, relating to the consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in th

Aristocrat Leisure Completes Acquisition of Neo Group Ltd. (f/k/a NeoGames) for $29.50 per Share

Exhibit 99.1 Aristocrat Leisure Completes Acquisition of Neo Group Ltd. (f/k/a NeoGames) for $29.50 per Share Luxembourg – April 25, 2023 – Neo Group Ltd. (formerly known as NeoGames S.A.) (Nasdaq: NGMS) (“Neo” or the “Company”), a technology-driven provider of end-to-end iLottery and iGaming solutions, announced today that Aristocrat Leisure Limited (ASX: ALL) (“Aristocrat”), an entertainment and

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: 001-3972

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) 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Caym

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-251103 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-264467 UNDER THE SECURI

Registration No. 333-251103 Registration No. 333-264467 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-251103 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-264467 UNDER THE SECURITIES ACT OF 1933 NEOGAMES S.A. (now known as Neo Group Ltd.) (Translation of registrant’s name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-251103 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-264467 UNDER THE SECURI

Registration No. 333-251103 Registration No. 333-264467 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-251103 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-264467 UNDER THE SECURITIES ACT OF 1933 NEOGAMES S.A. (now known as Neo Group Ltd.) (Translation of registrant’s name

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.3 NEO GROUP LTD. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN KY1-9008 CAYMAN ISLANDS OR 63-65, RUE DE MERL L-2146 LUXEMBOURG GRAND DUCHY OF LUXEMBOURG VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 30,

NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 NOTICE OF CAYMAN SHAREHOLDER MEETING TO BE HELD ON OR ABOUT APRIL 25, 2024

Exhibit 99.1 NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 NOTICE OF CAYMAN SHAREHOLDER MEETING TO BE HELD ON OR ABOUT APRIL 25, 2024 You are cordially invited to attend an extraordinary general meeting of shareholders (the “Cayman Shareholder Meeting”) of NeoGames S.A., a company organized under the laws of the Grand Duchy of Luxe

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: 001-3972

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) 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Caym

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.2 NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 22, 2024. Have your proxy card in hand when you access the web site a

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: 001-3972

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 e

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.3 NEO GROUP LTD. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN KY1-9008 CAYMAN ISLANDS OR 63-65, RUE DE MERL L-2146 LUXEMBOURG GRAND DUCHY OF LUXEMBOURG VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 30,

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: 001-3972

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 e

NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 NOTICE OF CAYMAN SHAREHOLDER MEETING TO BE HELD ON OR ABOUT APRIL 25, 2024

Exhibit 99.1 NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 NOTICE OF CAYMAN SHAREHOLDER MEETING TO BE HELD ON OR ABOUT APRIL 25, 2024 You are cordially invited to attend an extraordinary general meeting of shareholders (the “Cayman Shareholder Meeting”) of NeoGames S.A., a company organized under the laws of the Grand Duchy of Luxe

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.2 NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on April 22, 2024. Have your proxy card in hand when you access the web site a

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 March 2024 Commission file number: 001-3972

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 March 2024 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

NeoGames Announces Fourth Quarter and Full Year 2023 Results – Full Year 2023 Revenues and Share of NPI Revenues Interest total $254.6 million – – Full Year 2023 Net Loss of $18.3 million and Adjusted Net Income, after taking effect of the amortizati

Exhibit 99.1 NeoGames Announces Fourth Quarter and Full Year 2023 Results – Full Year 2023 Revenues and Share of NPI Revenues Interest total $254.6 million – – Full Year 2023 Net Loss of $18.3 million and Adjusted Net Income, after taking effect of the amortization of Aspire intangibles, was $12.8 million – – Full Year 2023 Adjusted EBITDA total $76.2 million, an increase of 39.8% year-over-year –

LU:NGMS / NEOGAMES SA / Sunriver Management LLC Passive Investment

SC 13G/A 1 d1096557013g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) L6673X107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

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 November 2023 Commission file number: 001-3

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 November 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 princip

NeoGames Announces Third Quarter 2023 Results – Third Quarter Revenues and Share of NPI Revenues Interest total $63.3 million – – Third Quarter Net Loss of $3.6 million and Adjusted Net Income, after taking effect of the amortization of Aspire intang

Exhibit 99.1 NeoGames Announces Third Quarter 2023 Results – Third Quarter Revenues and Share of NPI Revenues Interest total $63.3 million – – Third Quarter Net Loss of $3.6 million and Adjusted Net Income, after taking effect of the amortization of Aspire intangibles, was $4.4 million – – Third Quarter Adjusted EBITDA total $19.9 million, an increase of 13% year-over-year – – Expected Timeline fo

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 August 2023 Commission file number: 001-397

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 August 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

NeoGames Announces Second Quarter 2023 Results – Second Quarter Revenues and Share of NPI Revenues Interest total $62.0 million, up 98.2% year-over-year – – Expected Timeline for Completion of the Aristocrat Business Combination Remains the First Hal

Exhibit 99.1 NeoGames Announces Second Quarter 2023 Results – Second Quarter Revenues and Share of NPI Revenues Interest total $62.0 million, up 98.2% year-over-year – – Expected Timeline for Completion of the Aristocrat Business Combination Remains the First Half of 2024 – Luxembourg – August 9, 2023 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end

NeoGames Shareholders Approve Business Combination Agreement with Aristocrat Leisure

Exhibit 99.1 NeoGames Shareholders Approve Business Combination Agreement with Aristocrat Leisure Luxembourg – July 18, 2023 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven provider of end-to-end iLottery and iGaming solutions, announced today that its shareholders have approved the adoption of the previously announced Business Combination Agreement by and among A

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

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 e

NeoGames Expands Board with the Election of Steve Capp and Regains Compliance with Nasdaq Listing Rules Related to Audit Committee Composition

Exhibit 99.1 NeoGames Expands Board with the Election of Steve Capp and Regains Compliance with Nasdaq Listing Rules Related to Audit Committee Composition Luxembourg – July 6, 2023 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven provider of end-to-end iLottery and iGaming solutions, announced today the election of Steve Capp to its board of directors as an indepe

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

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 e

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 June 2023 Commission file number: 001-39721

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 June 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 e

NeoGames Announces CFO Transition

Exhibit 99.1 NeoGames Announces CFO Transition June 27, 2023: NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven provider of end-to-end iLottery and iGaming solutions, announced today the appointment of Motti Gil as Chief Financial Officer, effective August 1, 2023, subject to certain regulatory approvals. Mr. Gil will succeed Raviv Adler who is stepping down effective

NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 NOTICE OF LUXEMBOURG SHAREHOLDER MEETING TO BE HELD ON July 18, 2023

Exhibit 99.1 NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 NOTICE OF LUXEMBOURG SHAREHOLDER MEETING TO BE HELD ON July 18, 2023 You are cordially invited to attend an extraordinary general meeting of shareholders (the “Luxembourg Shareholder Meeting”) of NeoGames S.A., a company organized under the laws of the Grand Duchy of Luxemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 June 2023 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 ex

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting: The Proxy Statement is available at www.proxyvote.com

Exhibit 99.2 Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting: The Proxy Statement is available at www.proxyvote.com NEOGAMES S.A. Extraordinary General Meeting of Shareholders July 18, 2023 3:00 PM (Luxembourg Time) This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Moti Malul, Raviv Adler, Laurent Teitgen and

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 May 2023 Commission file number: 001-39721

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 May 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 ex

NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309

Exhibit 99.1 NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 May 26, 2023 Dear Shareholders, You are cordially invited to attend the 2023 annual general meeting (the Annual General Meeting) of NeoGames S.A. (the Company) to be held at 4:00 p.m. Luxembourg time on June 29, 2023 at the Company’s registered office: 63-65, rue de Merl, L

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Exhibit 99.2 NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 28, 2023. Have your proxy card in hand when you access the web site an

LU:NGMS / NEOGAMES SA / Aristocrat Leisure Ltd. - SC 13D Activist Investment

SC 13D 1 d410472dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L6673X107 (CUSIP Number) Jo Sarolis Aristocrat Technologies Australia Pty Ltd. PO Box 361 North Ryde BC NSW 1670., Australia Tel: +61 2 9013 6000 Ema

LU:NGMS / NEOGAMES SA / Matalon Barak - SC 13D/A Activist Investment

SC 13D/A 1 zk2329775.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No. 3) NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value L6673X107 (Title of class of securities) (CUSIP number) Barak Matalon C/o NeoGames S.A. 10 Habarzel St. Tel Aviv, Israel Telephone: 972-3-607-2571 with a copy to: Herzog Fox & Neeman 6

NeoGames Enters into Definitive Agreement to be Acquired by Aristocrat for $29.50 per Share in Cash

Exhibit 99.3 NeoGames Enters into Definitive Agreement to be Acquired by Aristocrat for $29.50 per Share in Cash • Transaction Values the Company at $1.2 billion • Purchase Price is approximately a 104% premium to the Company’s 3-month volume weighted average stock price Luxembourg – May 15, 2023 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames or the "Company"), a technology-driven provider of end-to-en

SUPPORT AGREEMENT

Exhibit 99.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of May 15, 2023, by and among Aristocrat Leisure Limited, an Australian public limited company (“Parent”), and each person listed on Schedule A hereto (each, a “Shareholder”). WHEREAS, Parent, NeoGames S.A., a Luxembourg société anonyme (such entity, including after giving effect to its continuatio

May 15, 2023 NEOGAMES S.A. ARISTOCRAT LEISURE LIMITED ANAXI INVESTMENTS LIMITED

Exhibit 99.1 May 15, 2023 NEOGAMES S.A. ARISTOCRAT LEISURE LIMITED ANAXI INVESTMENTS LIMITED BUSINESS COMBINATION AGREEMENT TABLE OF CONTENTS Page ARTICLE I THE CONTINUATION 7 Section 1.01 The Continuation 7 Section 1.02 Continuation Closing 7 Section 1.03 Effects of the Continuation 7 Section 1.04 Memorandum and Articles of Association 8 Section 1.05 Board of Directors and Officers of the Company

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 May 2023 Commission file number: 001-39721

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 May 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 ex

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 May 2023 Commission file number: 001-39721

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 May 2023 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 exe

NeoGames Announces First Quarter 2023 Results – First Quarter Revenues and Share of NPI Revenues Interest total $64.3 million, up 187% year-over-year –

Exhibit 99.1 NeoGames Announces First Quarter 2023 Results – First Quarter Revenues and Share of NPI Revenues Interest total $64.3 million, up 187% year-over-year – Luxembourg – May 10, 2023 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end-to-end iLottery and iGaming solutions, announced today financial results for the first quarter ended March 31,

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 2023 Commission file number: 001-3972

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 2023 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 e

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the “Company”) for the year ended December 31, 2022 (the “Report”), I, Raviv Adler, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Limited Liability Company Agreement, dated January 10, 2023, between NeoPollard Interactive LLC, Pollard Holdings, Inc. and NeoGames US, LLP.

EXECUTION COPY Exhibit 4.9 LIMITED LIABILITY COMPANY AGREEMENT between NEOPOLLARD INTERACTIVE LLC and POLLARD HOLDINGS, INC. and NEOGAMES US, LLP With Effect as of January 10, 2023 EXECUTION COPY TABLE OF CONTENTS ARTICLE I Definitions 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 9 ARTICLE II Organization 10 Section 2.01 Formation 10 Section 2.02 Name 10 Section 2.03 Principal Office 1

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the “Company”) for the year ended December 31, 2022 (the “Report”), I, Moti Malul, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

Amended and Restated Articles of Association of NeoGames S.A., as currently in effect.

Exhibit 1.1 « NeoGames S.A. » Société anonyme 63-65, rue de Merl L-2146 Luxembourg R.C.S. Luxembourg: B186309 Constituée sous la dénomination « Neogames S.à r.l.» suivant acte reçu par Maître Gérard LECUIT, alors notaire de résidence à Luxembourg, en date du 23 avril 2014, publié au Mémorial C, Recueil des Sociétés et Associations numéro 1666 du 27 juin 2014. Les statuts ont été modifiés en dernie

NeoGames Receives Notice Regarding NASDAQ Continued Listing Standards

Exhibit 99.1 NeoGames Receives Notice Regarding NASDAQ Continued Listing Standards April 28, 2023: NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven provider of end-to-end iLottery and iGaming solutions, announced today that it received a notice of deficiency (the “Notice”) from the Nasdaq Stock Market (“Nasdaq”). The non-compliance cited by Nasdaq in the Notice is th

Consent of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm.

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the registration statement on Form S-8 (333-251103) and the registration statement on Form S-8 (333-264467) of NeoGames S.A. (the “Company”) of our report dated April 27, 2023, relating to the consolidated financial statements as of December 31, 2022, and 2021 and for each o

Amendment No. 1 to the Joint Venture Agreement, dated January 10, 2023, between Pollard Banknote Limited, NeoGames S.A. and NeoGames US LLP.

EXECUTION COPY Exhibit 4.8 AMENDMENT NO. 1 Joint Venture Agreement THIS AMENDMENT NO. 1, dated as of the 10th day of January, 2023 (the “Effective Date”) to the Joint Venture Agreement dated as of the 14th day of January, 2014 (the “Michigan JV Agreement”) is between Pollard Banknote Limited (“Pollard”), Neogames S.A (“NG SA”) and Neogames US LLP (“NG”), each individually sometimes referred to as

Senior Facilities Agreement, dated May 30, 2022, between NeoGames S.A., NeoGames Connect S.à r.l., NeoGames Connect Limited, Global Loan Services Limited, Glas Trust Corporation Limited, and the guarantors and lenders party thereto

Exhibit 4.10 Certain information identified as [***] has been excluded because it is both not material and is the type that the Company treats as private or confidential. EXECUTION VERSION 30 MAY 2022 NEOGAMES S.A. (as Parent) and NEOGAMES CONNECT S.À R.L. (as Original Borrower) and THE ENTITIES LISTED IN PART 1 OF SCHEDULE 1 (as Original Guarantors) and THE FINANCIAL INSTITUTIONS LISTED IN PART 2

Description of Securities.

Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, NeoGames S.A. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our ordinary shares, no par value. References herein to “we,” “us,” “our” and the “Company”

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATIONS I, Raviv Adler, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATIONS I, Moti Malul, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the per

Amendment No. 1 to the Existing MOU, dated March 29, 2023, between NeoGames S.A. and American Wagering, Inc.

Exhibit 4.3 Certain information identified as [***] has been excluded because it is both not material and is the type that the Company treats as private or confidential Amendment No. 1 THIS AMENDMENT NO. 1 (this “Amendment”), dated as of the 29th day of March, 2023 (the “Effective Date”) to the Existing MOU (as defined hereinafter), is between NeoGames S.A., incorporated and registered in Luxembou

LU:NGMS / NEOGAMES SA / Matalon Barak - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No.2) NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value L6673X107 (Title of class of securities) (CUSIP number) Barak Matalon C/o NeoGames S.A. 10 Habarzel St. Tel Aviv, Israel Telephone: 972-3-607-2571 with a copy to: Herzog Fox & Neeman 6 Yitzhak Sadeh St. Tel Aviv 6777506

SHARE PURCHASE AGREEMENT

Exhibit 6 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is made as of April 19, 2023 (the “Effective Date”), by and among Barak Matalon, Elyahu Azur and Aharon Aran (each, a “Purchaser”) of the first part; and Pinhas Zahavi (the “Seller”) of the second part.

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 2023 Commission file number: 001-3972

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 2023 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 e

NeoGames Amends and extends by Three-Years its Agreement with Caesars Entertainment for the Use of the NeoSphere Platform

Exhibit 99.1 NeoGames Amends and extends by Three-Years its Agreement with Caesars Entertainment for the Use of the NeoSphere Platform April 10, 2023: NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven provider of end-to-end iLottery and iGaming solutions, announced today that it has amended its license agreement with an affiliate of Caesars Entertainment, Inc. (“Caesa

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 2023 Commission file number: 001-3972

6-K 1 zk2329518.htm 6-K 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 2023 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

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 March 2023 Commission file number: 001-3972

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 March 2023 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 e

NeoGames Announces Fourth Quarter and Full Year 2022 Results – Fourth Quarter Revenues and Share of NPI Revenues Interest total $83.2 million, up 291% year-over-year – – Full Year Revenues and Share of NPI Revenues Interest was $210.2 million – – Ini

Exhibit 99.1 NeoGames Announces Fourth Quarter and Full Year 2022 Results – Fourth Quarter Revenues and Share of NPI Revenues Interest total $83.2 million, up 291% year-over-year – – Full Year Revenues and Share of NPI Revenues Interest was $210.2 million – – Initiates Full Year 2023 Revenue and Share of NPI Revenues Guidance representing 10.4% year-over-year growth at the midpoint on a like-for-l

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 January 2023 Commission file number: 001-39

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 January 2023 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

LU:NGMS / NEOGAMES SA / Sunriver Management LLC Passive Investment

SC 13G/A 1 d993464113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) L6673X107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

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 January 2023 Commission file number: 001-39

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 January 2023 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

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Exhibit 99.1 THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECT

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 January 2023 Commission file number: 001-39

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 January 2023 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 princip

NeoGames Formalizes Long-Term NeoPollard Interactive Operating Agreement with Pollard Banknote. – Reinforces long term approach to manage existing customer accounts – – Provides option to pursue future North America iLottery opportunities through Neo

Exhibit 99.1 NeoGames Formalizes Long-Term NeoPollard Interactive Operating Agreement with Pollard Banknote. – Reinforces long term approach to manage existing customer accounts – – Provides option to pursue future North America iLottery opportunities through NeoPollard Interactive or independently – January 10, 2023 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the “Company”), a technology-driven

Aspire Global concludes license review by UKGC

Exhibit 99.1 Aspire Global concludes license review by UKGC On November 23, 2022, Aspire Global (?Aspire?), a subsidiary of NeoGames S.A (Nasdaq: NGMS) reached the conclusion of its license review by the United Kingdom Gambling Commission (UKGC) which identified certain shortcomings in the system of controls it uses to monitor risks associated with its relationship with its partners. Aspire cooper

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 November 2022 Commission file number: 001-3

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 November 2022 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 principa

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 November 2022 Commission file number: 001-3

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 November 2022 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 princip

NeoGames Announces Third Quarter 2022 Results – Third Quarter Revenues and Share of NPI Revenues Interest total $73.3 million, up 262% year-over-year – – Improves Full Year 2022 Revenue and Share of NPI Revenues Guidance to $197 million to $208 milli

Exhibit 99.1 NeoGames Announces Third Quarter 2022 Results – Third Quarter Revenues and Share of NPI Revenues Interest total $73.3 million, up 262% year-over-year – – Improves Full Year 2022 Revenue and Share of NPI Revenues Guidance to $197 million to $208 million – Luxembourg – November 9, 2022 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end-to-e

Waiver of Voting Rights Letter by Mr. Zahavi, dated as of September 13, 2022.

Exhibit 4 From: Mr. Pinhas Zahavi 8 Hertzel Rozenblum St., Tel Aviv 6937947, Israel To: NeoGames S.A. Attn: The Board of Directors Date: 13 September 2022 63-65, rue de Merl, L-2146 Luxembourg, Grand Duchy of Luxembourg Re: Waiver of voting rights in NeoGames S.A. Dear Madam, dear Sirs, The undersigned, Mr. Pinhas Zahavi, born on 24 August 1942 in Israel, residing at 8 Hertzel Rozenblum St., Tel A

13 SEPTEMBER 2022

Exhibit 3 13 SEPTEMBER 2022 AMENDMENT AND RESTATEMENT AGREEMENT TO THE VOTING AGREEMENT DATED 17 NOVEMBER 2020 Between Mr.

LU:NGMS / NEOGAMES SA / Matalon Barak - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No.1) NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value L6673X107 (Title of class of securities) (CUSIP number) Barak Matalon C/o NeoGames S.A. 10 Habarzel St. Tel Aviv, Israel Telephone: 972-3-607-2571 with a copy to: Herzog Fox & Neeman 6 Yitzhak Sadeh St. Tel Aviv 6777506

Serial No. 491/22 AUTHENTICATION OF SIGNNATURE

Exhibit 5 Serial No. 491/22 AUTHENTICATION OF SIGNNATURE I the undersigned Oded Unger, Adv. Notary (License No. 2053261) at Tel Aviv Hereby certify that on September 15, 2022 there appeared before me: Mr. Pinhas Zahavi Holder of Israeli ID No. * * * whose identity was proved to me by Israeli Passport No. * * * issued on * * *. and I am convinced that the person standing before me understood fully

NeoGames Announces Second Quarter 2022 Results – Successfully Completed the Tender Offer for Aspire Global on June 16, 2022 – – Second Quarter Revenues and Share of NPI Revenues Interest totaled $31.3 million, up 46.4% year-over-year – – Updates Full

Exhibit 99.1 NeoGames Announces Second Quarter 2022 Results ? Successfully Completed the Tender Offer for Aspire Global on June 16, 2022 ? ? Second Quarter Revenues and Share of NPI Revenues Interest totaled $31.3 million, up 46.4% year-over-year ? ? Updates Full Year 2022 Revenue and Share of NPI Revenues Guidance to $194 million to $208 million reflecting completion of Aspire Global Tender ? Lux

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 August 2022 Commission file number: 001-397

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 August 2022 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

LU:NGMS / NEOGAMES SA / Matalon Barak - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES ACT OF 1934 (Amendment No. ) NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value L6673X107 (Title of class of securities) (CUSIP number) Barak Matalon C/o NeoGames S.A. 10 Habarzel St. Tel Aviv, Israel Telephone: 972-3-607-2571 with a copy to: Herzog Fox & Neeman 6 Yitzhak Sadeh St. Tel Aviv 6777506

July 11, 2022

July 11, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Voting Agreement by and among the Reporting Persons, dated as of November 17, 2020.

EX-99 3 exhibit2.htm EXHIBIT 2 Exhibit 2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of 17 November 2020 (the “Effective Date”), by and among the individual shareholders named in Schedule I herein (the “Shareholders”), each of which is a shareholder of NeoGames S.A., a public limited liability company (societe anonyme) incorporated under the laws of the Gr

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).

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 June 2022 Commission file number: 001-39721

6-K 1 zk2228059.htm 6-K 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 June 2022 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

NeoGames Announces Landmark Agreement with Intralot do Brasil to Launch iLottery and Online Sports Betting – Agreement with Operator in the State of Minas Gerais, Brazil Marks Expansion into Latin America, following proven success in North America an

Exhibit 99.1 NeoGames Announces Landmark Agreement with Intralot do Brasil to Launch iLottery and Online Sports Betting ? Agreement with Operator in the State of Minas Gerais, Brazil Marks Expansion into Latin America, following proven success in North America and Europe ? Luxembourg, June 28, 2022 - NeoGames S.A., (Nasdaq: NGMS) (?NeoGames? or the ?Company?), a technology-driven provider of end-t

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Exhibit 99.1 THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW)

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 June 2022 Commission file number: 001-39721

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 June 2022 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 ex

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 June 2022 Commission file number: 001-39721

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 June 2022 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 e

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 May 2022 Commission file number: 001-39721

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 May 2022 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 exe

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Exhibit 99.1 THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW)

LU:NGMS / NEOGAMES SA / Sunriver Management LLC Passive Investment

SC 13G 1 d9437145.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value per share (Title of Class of Securities) L6673X107 (CUSIP Number) May 13, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Supplement to Luxembourg Prospectus, dated May 18, 2022.

Exhibit 99.1 SUPPLEMENT TO THE PROSPECTUS ? 18 May 2022 NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 1) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ? Securities Act Rule 802 (Exchange Offer) ? Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ? Exc

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Exhibit 99.1 THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW)

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 May 2022 Commission file number: 001-39721

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 May 2022 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 exe

Supplement to Offer Document, dated May 18, 2022.

Exhibit 99.2 Supplement to NeoGames S.A.?s offer document regarding the offer to the shareholders in Aspire Global plc Important information General The Supplement (defined below) is not an offer, whether directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulati

NeoGames Announces First Quarter 2022 Results – First Quarter Revenues and Share of NPI Revenues Interest total a record $22.4 million, up 3.8% year-over-year – – Updates Full Year 2022 Revenue and Share of NPI Revenues Guidance to between $91 and $9

Exhibit 99.1 NeoGames Announces First Quarter 2022 Results – First Quarter Revenues and Share of NPI Revenues Interest total a record $22.4 million, up 3.8% year-over-year – – Updates Full Year 2022 Revenue and Share of NPI Revenues Guidance to between $91 and $96 million – Luxembourg – May 11, 2022 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end-t

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 May 2022 Commission file number: 001-39721

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 May 2022 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 ex

NEOGAMES S.A. PROXY FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Exhibit 99.2 NEOGAMES S.A. PROXY FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints Moti Malul and/or Raviv Adler and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent

NEOGAMES S.A. SOCIÉTÉ ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309

Exhibit 99.1 NEOGAMES S.A. SOCI?T? ANONYME REGISTERED OFFICE: 63-65, RUE DE MERL L-2146 LUXEMBOURG R.C.S. LUXEMBOURG: B186309 May 3, 2022 Dear Shareholders, You are cordially invited to attend the 2022 annual general meeting (the Annual General Meeting) of NeoGames S.A. (the Company) to be held at 4:00 p.m. Luxembourg time on June 15, 2022 at the Company?s registered office: 63-65, rue de Merl, L-

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 May 2022 Commission file number: 001-39721

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 May 2022 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 exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) ? Securities Act Rule 802 (Exchange Offer) ? Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ? Exchange Act Rule 14d

Offer document, dated April 26, 2022.

Exhibit 99.2 NeoGames? offer to the shareholders in Aspire Global Important information General On 17 January 2022, NeoGames S.A. (?NeoGames? or the ?Company?) (a Luxembourg soci?t? anonyme, reg. no. B186309, domiciled in Luxembourg) announced a recommended public offer to the shareholders of Aspire Global plc (?Aspire Global?) (a Maltese public limited liability company, reg. no. C 80711, domicil

NeoGames’ stand-alone financial statements for the financial year 2020

Exhibit 99.4 NeoGames S.A. (until November 10, 2020: Neogames S.? r.l.) Management Report, Financial Statements and Report of the r?viseur d?entreprises agr?? AS OF DECEMBER 31, 2020 63-65, rue de Merl L-2146 Luxembourg RCS: B186309 Management Report, Financial Statements and Report of the r?viseur d?entreprises agr?? AS OF DECEMBER 31, 2020 TABLE OF CONTENT Page Management report Report of the r?

NeoGames’ stand-alone financial statements for the financial year 2021

Exhibit 99.3 NEOGAMES S.A. (until November 10, 2020: S.? r.l.) Management Report, Financial Statements and Report of the r?viseur d?entreprises agr?? AS OF DECEMBER 31, 2021 63-65, rue de Merl L-2146 Luxembourg RCS: B186309 NEOGAMES S.A. (until November 10, 2020: S.? r.l.) Management Report, Financial Statements and Report of the r?viseur d?entreprises agr?? AS OF DECEMBER 31, 2021 TABLE OF CONTEN

NeoGames’ stand-alone financial statements for the financial year 2019

Exhibit 99.5 NEOGAMES S.A. (until November 10, 2020: S.? r.l.) Financial Statements and Report of the r?viseur d?entreprises agr?? AS OF DECEMBER 31, 2019 5, rue de Bonnevoie L-1260 Luxembourg RCS: B186309 NEOGAMES S.A. Financial Statements and Report of the r?viseur d?entreprises agr?? AS OF DECEMBER 31, 2019 TABLE OF CONTENT Page Report of the r?viseur d?entreprises agr?? Statement of Financial

Luxembourg Prospectus, dated April 26, 2022.

Exhibit 99.1 Public offering of up to 7,604,886 new ordinary shares in NeoGames S.A represented by a corresponding number of Swedish Depositary Receipts in the context of a public takeover offer in Sweden regarding all shares in Aspire Global Plc. This prospectus (the ?Prospectus?) has been prepared in connection with a public offering of SDRs (as defined below) in Sweden in the context of the pub

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (?Filer?): NeoGames S.A. B. (1) This is [check one]: ? an original filing for the Filer ? an amended filing for the Filer (2) Check the following box if you are filing the Form F-X in paper in accordance with Regulation S-T

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Exhibit 99.1 THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW)

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 2022 Commission file number: 001-3972

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 2022 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 e

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) NeoGames S.A. (Exact Name of Registrant as Specified in Governing Instruments) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(3) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) 2020 Incentive Awar

As filed with the United States Securities and Exchange Commission on April 25, 2022

As filed with the United States Securities and Exchange Commission on April 25, 2022 Registration No.

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the ?Company?) for the year ended December 31, 2021 (the ?Report?), I, Moti Malul, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATIONS I, Moti Malul, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the per

Description of Securities.

Exhibit 2.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, NeoGames S.A. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our ordinary shares, no par value. References herein to ?we,? ?us,? ?our? and the ?Company?

Amended and Restated Articles of Association of NeoGames S.A., as currently in effect.

EX-1.1 2 exhibit1-1.htm EXHIBIT 1.1 Exhibit 1.1 « NeoGames S.A. » Société anonyme 63-65, rue de Merl L-2146 Luxembourg R.C.S. Luxembourg: B186309 Constituée sous la dénomination «Neogames S.à r.l.» suivant acte reçu par Maître Gérard LECUIT, alors notaire de résidence à Luxembourg, en date du 23 avril 2014, publié au Mémorial C, Recueil des Sociétés et Associations numéro 1666 du 27 juin 2014. Les

Consent of Ziv Haft, Certified Public Accountants, Isr., BDO Member Firm.

EX-15.1 10 exhibit15-1.htm EXHIBIT 15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-251103) of NeoGames S.A. of our report dated April 14, 2022, relating to the consolidated financial statements as of December 31, 2021 and 2020 and for each of the years in the three-year per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

Form of Commitment Letter, dated January 17, 2022, between NeoGames S.A., NeoGames Connect S.à r.l. and Blackstone Alternative Credit Advisors LP.

Exhibit 4.11 [***] Certain schedules have been redacted pursuant to Instructions as to Exhibits to Form 20-F. The Registrant hereby agrees to furnish an unredacted copy of the exhibit to the Commission upon request. STRICTLY PRIVATE & CONFIDENTIAL To: NeoGames S.A. (the ?Parent?) 63-65, rue de Merl L-2146 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg B186309 For the attention of Mr. Raviv

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATIONS I, Raviv Adler, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the ?Company?) for the year ended December 31, 2021 (the ?Report?), I, Raviv Adler, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

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 March 2022 Commission file number: 001-3972

6-K 1 zk2227572.htm 6-K 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 March 2022 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

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Exhibit 99.1 THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW)

LU:NGMS / NEOGAMES SA / Eldorado Resorts, Inc. - SC 13D/A Activist Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(a) and Amendments Thereto Filed Pursuant to ? 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L6673X107 (CUSI

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 March 2022 Commission file number: 001-3972

6-K 1 zk2227451.htm 6-K 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 March 2022 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 Luxembour

NeoGames Announces Fourth Quarter and Full Year 2021 Results – Fourth Quarter Revenues and Share of NPI Revenues Interest total $21.3 million, up 15.2% year-over-year – – Full Year Revenues and Share of NPI Revenues Interest total $84.5 million, up 4

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 NeoGames Announces Fourth Quarter and Full Year 2021 Results – Fourth Quarter Revenues and Share of NPI Revenues Interest total $21.3 million, up 15.2% year-over-year – – Full Year Revenues and Share of NPI Revenues Interest total $84.5 million, up 43.9% year-over-year – – Initiates Full Year 2022 Revenue and Share of NPI Revenues Guidance of bet

USD in Millions – YTD 30 September 2021

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH

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 January 2022 Commission file number: 001-39

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 January 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Amendment No. 1 (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH

Offer to Acquire Aspire Global January 2022 2 Disclaimer This presentation, and the accompanying oral presentation, contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the s

Exhibit 99.3 Offer to Acquire Aspire Global January 2022 2 Disclaimer This presentation, and the accompanying oral presentation, contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATIONS I, Moti Malul, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A., as amended by Amendment No.1 on Form 20-F/A; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were

NeoGames to Commence an Offer to Acquire Aspire Global which will Create a Leading Global Provider in Technology and Content across iLottery, Online Sports Betting and iGaming Offer Values Aspire Global at approximately $480 million Transaction Immed

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Exhibit 99.2 NeoGames to Commence an Offer to Acquire Aspire Global which will Create a Leading Global Provider in Technology and Content across iLottery, Online Sports Betting and iGaming Offer Values Aspire Global at approximately $480 million Transaction Immediately Accretive to Earnings Before Taxes Luxembourg – January 17, 2022 – NeoGames S.A (Nasdaq: NG

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATIONS I, Raviv Adler, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A., as amended by Amendment No.1 on Form 20-F/A; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer

NeoGames Announces Third Quarter 2021 Results – Third Quarter Revenues of $11.9 Million and Share in NPI Revenue Interests of $8.3 Million totaling $20.2 Million (up 29.7% yoy) – – Third Quarter Net Income of $0.06 Per Share – – Third Quarter Adjuste

Exhibit 99.1 NeoGames Announces Third Quarter 2021 Results ? Third Quarter Revenues of $11.9 Million and Share in NPI Revenue Interests of $8.3 Million totaling $20.2 Million (up 29.7% yoy) ? ? Third Quarter Net Income of $0.06 Per Share ? ? Third Quarter Adjusted EBITDA1 of $7.5 Million (down 3.8% yoy) ? ? Raises Full Year 2021 total of Revenue and Share in NPI Revenues Interest Guidance to betwe

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 November 2021 Commission file number: 001-3

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 November 2021 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 princip

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 October 2021 Commission file number: 001-39

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 October 2021 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 principa

NeoGames Announces the Launch of its Premium Online Games with Lottomatica

Exhibit 99.1 NeoGames Announces the Launch of its Premium Online Games with Lottomatica The successful launch of NeoGames? suite of eInstant games with Lottomatica further expands the Company?s footprint in the Italian lottery market Luxembourg, October 18st, 2021, NeoGames S.A., (Nasdaq: NGMS) (?NeoGames? or the ?Company?) a leading global iLottery provider, announces the go-live of a multi-year

NeoGames S.A. 3,457,346 Ordinary Shares UNDERWRITING AGREEMENT

Exhibit 2 Execution Version NeoGames S.A. 3,457,346 Ordinary Shares UNDERWRITING AGREEMENT September 13, 2021 J.P. MORGAN SECURITIES LLC DEUTSCHE BANK SECURITIES INC. As representatives of the several Underwriters named in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and

LU:NGMS / NEOGAMES SA / Eldorado Resorts, Inc. - SC 13D/A Activist Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(a) and Amendments Thereto Filed Pursuant to ? 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L6673X107 (CUSI

3,457,346 ORDINARY SHARES NO PAR VALUE

? ? Pursuant to Rule 424(b)(4) Registration No. 333-259376 PROSPECTUS 3,457,346 ORDINARY SHARES NO PAR VALUE This prospectus relates to the resale by the selling shareholder named herein of 3,457,346 of our ordinary shares. We are not selling any ordinary shares under this prospectus, and we will not receive any of the proceeds from the offer and sale of ordinary shares by the selling shareholder.

NeoGames S.A.

Filed Pursuant to Rule 433 under the Securities Act of 1933 Free Writing Prospectus dated September 13, 2021 Relating to Preliminary Prospectus dated September 7, 2021 Registration Statement No.

September 9, 2021

September 9, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

NeoGames S.A. 5, rue de Bonnevoie L-1260 Luxembourg Grand Duchy of Luxembourg

NeoGames S.A. 5, rue de Bonnevoie L-1260 Luxembourg Grand Duchy of Luxembourg September 9, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Katherine Bagley Re: Neogames S.A. Registration Statement on Form F-1 Filed on September 7, 2021 Request for Acceleration of Effective Date Ladies and Gent

Amended and Restated Articles of Association of NeoGames S.A..

Exhibit 1.1 Registre de Commerce et des Soci?t?s Num?ro RCS : B186309 R?f?rence de d?p?t : L200254401 D?pos? et enregistr? le 09/12/2020 ? Neogames S.A. ? Soci?t? anonyme 5 rue de Bonnevoie L-1260 Luxembourg R.C.S. Luxembourg : B186309 Constitu?e sous la d?nomination ?Neogames S.? r.l.? suivant acte re?u par Ma?tre G?rard LECUIT, alors notaire de r?sidence ? Luxembourg, en date du 23 avril 2014, p

Form of Underwriting Agreement.

Exhibit 1.1 UNDERWRITING AGREEMENT [?], 2021 J.P. Morgan Securities LLC Deutsche Bank Securities Inc. As representatives of the several Underwriters named in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: Certain shareholders named in Schedule II hereto (the

NeoGames S.A. 5, rue de Bonnevoie L-1260 Luxembourg Grand Duchy of Luxembourg

NeoGames S.A. 5, rue de Bonnevoie L-1260 Luxembourg Grand Duchy of Luxembourg September 7, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Katherine Bagley Re: Neogames S.A. Registration Statement on Form F-1 Filed on September 7, 2021 Request for Acceleration of Effective Date Ladies and Gent

As filed with the Securities and Exchange Commission on September 7, 2021.

As filed with the Securities and Exchange Commission on September 7, 2021. Registration No. 333- ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? NEOGAMES S.A. (Exact Name of Registrant as Specified in its Charter) NOT APPLICABLE (Translation of Registrant?s Name into English) ? Grand Duchy of Luxembourg (S

September 7, 2021

September 7, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

LU:NGMS / NEOGAMES SA / Eldorado Resorts, Inc. - SC 13G Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L6673X10

LU:NGMS / NEOGAMES SA / Eldorado Resorts, Inc. - SC 13D Activist Investment

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(a) and Amendments Thereto Filed Pursuant to ? 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L6673X107 (CUSIP N

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G.

NeoGames Announces Second Quarter 2021 Results – Second Quarter Revenues of $12.9 Million (down 0.6% yoy) And Share in NPI Revenue Interests of $8.5 Million (up 434% yoy) totaling $21.4 Million (up 47.0% yoy) – – Second Quarter Net Income of $0.11 Pe

Exhibit 99.1 NeoGames Announces Second Quarter 2021 Results ? Second Quarter Revenues of $12.9 Million (down 0.6% yoy) And Share in NPI Revenue Interests of $8.5 Million (up 434% yoy) totaling $21.4 Million (up 47.0% yoy) ? ? Second Quarter Net Income of $0.11 Per Share ? ? Second Quarter Adjusted EBITDA1 of $8.3 Million (up 6.6% yoy) ? ? Raises Full Year 2021 Revenue and Share in NPI Revenues Int

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 June 2021 Commission file number: 001-39721

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 June 2021 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 e

As confidentially submitted to the Securities and Exchange Commission on August 6, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

As confidentially submitted to the Securities and Exchange Commission on August 6, 2021.

1271 Avenue of the Americas

1271 Avenue of the Americas New York, New York 10020 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh August 6, 2021 D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington

NeoGames Appoints Christopher G. Shaban as EVP Sales, Marketing and Customer Development – 24 Year Lottery Industry Senior Executive to Lead All Aspects of Customer Engagement –

Exhibit 99.1 NeoGames Appoints Christopher G. Shaban as EVP Sales, Marketing and Customer Development ? 24 Year Lottery Industry Senior Executive to Lead All Aspects of Customer Engagement ? Luxembourg ? June 7, 2021 ? NeoGames S.A., (Nasdaq: NGMS) (?NeoGames? or the "Company"), a technology-driven provider of end-to-end iLottery solutions, today announced the appointment of Christopher G. Shaban

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 June 2021 Commission file number: 001-39721

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 June 2021 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 e

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 May 2021 Commission file number: 001-39721

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 May 2021 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 ex

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 May 2021 Commission file number: 001-39721

6-K 1 zk2126046.htm 6-K 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 May 2021 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

NeoGames Announces First Quarter 2021 Results – First Quarter Revenues of $13.3 Million (up 46.5% yoy) And Share in NPI Revenue Interests of $8.2 Million (up 736.5% yoy) totaling $21.5 Million (up 113.9% yoy) – – First Quarter Net Income of $0.16 Per

Exhibit 99.1 NeoGames Announces First Quarter 2021 Results ? First Quarter Revenues of $13.3 Million (up 46.5% yoy) And Share in NPI Revenue Interests of $8.2 Million (up 736.5% yoy) totaling $21.5 Million (up 113.9% yoy) ? ? First Quarter Net Income of $0.16 Per Share ? ? First Quarter Adjusted EBITDA1 of $9.7 Million (up 147.9% yoy) ? ? Raises Full Year 2021 Revenue and Share in NPI Revenues Int

Current Report of Foreign Issuer - 6-K

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 2021 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

NEOGAMES S.A. PROXY FOR THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2021 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Exhibit 99.2 NEOGAMES S.A. PROXY FOR THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2021 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints Moti Malul and/or Raviv Adler and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent

NEOGAMES S.A.

Exhibit 99.1 NEOGAMES S.A. SOCI?T? ANONYME REGISTERED OFFICE: 5, RUE DE BONNEVOIE L-1260 LUXEMBOURG R.C.S. LUXEMBOURG B 186309 April 29, 2021 Dear Shareholders, You are cordially invited to attend the 2021 annual general meeting (the Annual General Meeting) of NeoGames S.A. (the Company) to be held at 4:00 p.m. Luxembourg time on May 26, 2021 at the Company?s registered office: 5, rue de Bonnevoie

Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 CERTIFICATIONS I, Raviv Adler, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe

Consent of Ziv Haft, a member firm of BDO.

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-251103) of NeoGames, S.A. (the ?Company?) of our report dated April 16, 2021, relating to the consolidated financial statements of the Company and our report dated April 16, 2021, relating to the financial statements of NeoPollard

Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the ?Company?) for the year ended December 31, 2020 (the ?Report?), I, Raviv Adler, Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of NeoGames S.A. (the ?Company?) for the year ended December 31, 2020 (the ?Report?), I, Moti Malul, Chief Executive Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Amended and Restated Articles of Association of NeoGames S.A, as currently in effect.

Exhibit 1.1 Registre de Commerce et des Soci?t?s Num?ro RCS : B186309 R?f?rence de d?p?t : L200254401 D?pos? et enregistr? le 09/12/2020 ? Neogames S.A. ? Soci?t? anonyme 5 rue de Bonnevoie L-1260 Luxembourg R.C.S. Luxembourg : B186309 Constitu?e sous la d?nomination ?Neogames S.? r.l.? suivant acte re?u par Ma?tre G?rard LECUIT, alors notaire de r?sidence ? Luxembourg, en date du 23 avril 2014, p

Description of Securities (filed as Exhibit 2.1 to NeoGames S.A.’s Annual Report on Form 20-F filed on April 16, 2021, File No. 001-397213, and incorporated herein by reference).

Exhibit 2.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2020, NeoGames S.A. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our ordinary shares, no par value. References herein to ?we,? ?us,? ?our? and the ?Company?

Form 20-F filed on April 16, 2021

20-F 1 zk2125857.htm 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 CERTIFICATIONS I, Moti Malul, certify that: 1. I have reviewed this annual report on Form 20-F of NeoGames S.A.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the per

NeoGames Announces Fourth Quarter and Full Year 2020 Results – Full Year Revenues of $49.2 Million (up 48.8% yoy) And Share in NPI Revenue Interests of $9.5 Million (up 387.5% yoy) totaling $58.7 (up 67.7% yoy) – – Full Year Net Income of $0.29 Per S

Exhibit 99.1 NeoGames Announces Fourth Quarter and Full Year 2020 Results – Full Year Revenues of $49.2 Million (up 48.8% yoy) And Share in NPI Revenue Interests of $9.5 Million (up 387.5% yoy) totaling $58.7 (up 67.7% yoy) – – Full Year Net Income of $0.29 Per Share – – Full Year Adjusted EBITDA1 of $28.7 Million, up 141.7% – – Initiates Full Year 2021 Revenue and Share in NPI Revenues Interest G

Current Report of Foreign Issuer - 6-K

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 March 2021 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

Current Report of Foreign Issuer - 6-K

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 February 2021 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 princip

Current Report of Foreign Issuer - 6-K

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 February 2021 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 princip

NeoGames Signs Agreement to Launch Its Suite of Games with the Austrian Lotteries (Österreichische Lotterien) – The successful launch of premium eInstant games on the win2day gaming site marks the further expansion of NeoGames into the European lotte

Exhibit 99.1 NeoGames Signs Agreement to Launch Its Suite of Games with the Austrian Lotteries (Österreichische Lotterien) – The successful launch of premium eInstant games on the win2day gaming site marks the further expansion of NeoGames into the European lottery market – Luxembourg – February 22, 2021 – S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end-to-en

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* NeoGames S.A. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L6673X10

Joint Filing Agreement.

Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G.

NeoGames Expands Board with the Appointment of Lisbeth McNabb

Exhibit 99.1 NeoGames Expands Board with the Appointment of Lisbeth McNabb Luxembourg – January 20, 2021 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end-to-end iLottery solutions, announced today the appointment of Lisbeth McNabb to its board of directors as a Non-executive director. The appointment is effective immediately. Ms. McNabb will serve a

Current Report of Foreign Issuer - 6-K

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 January 2021 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 principa

Pollard Banknote, Together with NeoGames, Signs Four-Year iLottery Contract Extension with the Michigan Lottery

Exhibit 99.1 NEWS RELEASE December 17, 2020 For Immediate Release Pollard Banknote, Together with NeoGames, Signs Four-Year iLottery Contract Extension with the Michigan Lottery LANSING, Michigan, December 17, 2020 /CNW/ Pollard Banknote Limited (TSX: PBL) (“Pollard Banknote”), a leading lottery partner to more than 60 lotteries worldwide, and its subcontractor, NeoGames S.A. (Nasdaq: NGMS) (“NeoG

Current Report of Foreign Issuer - FORM 6-K

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 December 2020 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 princip

- FORM S-8

As filed with the United States Securities and Exchange Commission on December 3, 2020 Registration No.

4,807,522 Ordinary Shares No par value

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-249683 PROSPECTUS 4,807,522 Ordinary Shares No par value This is the initial public offering of our ordinary shares. We are selling 2,627,061 of our ordinary shares, and six of our existing shareholders (the “Selling Shareholders”) are selling 2,180,461 of our ordinary shares in this offering. We will not receive any proceed

Form 8-A filed with the Commission on November 18, 2020 (File No. 001-39721)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NeoGames S.A. (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg Not Applicable (State or incorporation or organization) (IRS Employer Identification No.) 5, Rue de Bo

As filed with the Securities and Exchange Commission on November 16, 2020

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 16, 2020 Registration No.

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53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES November 16, 2020 Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore

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NeoGames S.A. 5, rue de Bonnevoie L-1260 Luxembourg Grand Duchy of Luxembourg November 16, 2020 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Scott Anderegg Jennifer López Amy Geddes Linda Cvrkel Re: Neogames S.A. Registration Statement on Form F-1 (File No. 333-249683) Ladies and Gent

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November 16, 2020 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Underwriting Agreement.

Exhibit 1.1 NeoGames S.A. [·] Ordinary Shares UNDERWRITING AGREEMENT [·], 2020 STIFEL, NICOLAUS & COMPANY, INCORPORATED As representative of the several Underwriters named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated 237 Park Ave, 8th Floor New York, NY 10017 Ladies and Gentlemen: NeoGames S.A., a Luxembourg public limited liability company (société anonyme) (the “Company”), p

Form of Indemnification Agreement (filed as Exhibit 10.9 to NeoGames S.A.’s Form F-1 filed on November 12, 2020, File No. 333-249683, and incorporated herein by reference).

Exhibit 10.9 indemnification agreement THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 2020, is entered into by and between NeoGames S.A, a Luxembourg company having its registered office at 5, rue de Bonnevoie, L-1260 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Company Register number R.C.S. Luxembourg B 186309 (the “Company”), and the unders

NeoGames S.A. 2020 Incentive Award Plan (filed as Exhibit 10.8 to NeoGames S.A.’s Form F-1 filed on November 12, 2020, File No. 333-249683, and incorporated herein by reference).

Exhibit 10.8 Neogames S.A. 2020 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. Eligibility Servi

Amended and Restated Articles of Association of NeoGames S.A.

Exhibit 3.1 Article 1. Form and name There exists a public limited liability company (société anonyme) under the name of “NeoGames S.A.” (the Company), governed by the laws of the Grand Duchy of Luxembourg and in particular the law dated 10 August 1915 on commercial companies, as amended (the Companies Act) and by the present articles of incorporation (the Articles, and a reference to an “Article”

- F-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 12, 2020 Registration No.

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53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES November 12, 2020 Beijing Boston Brussels Century City Chicago Dubai D?sseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore

As filed with the Securities and Exchange Commission on November 6, 2020

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 6, 2020 Registration No.

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53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris November 6, 2020 Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid

Form of Amended and Restated Promissory Note, dated May 18, 2017, between Neogames S.à r.l. and Aspire Global Limited.

Exhibit 10.1 AMENDED AND RESTATED PROMISSORY NOTE THIS AMENDED AND RESTATED PROMISSORY NOTE (“Note”) is executed this 18th day of May, 2017 (“Effective Date”); BY: Neogames S.a r.L., a company incorporated under the laws of the Grand Duchy of Luxembourg, Company No. Bl 86309, with address at 64, rue Principale, L-5367 Schuttrange, Luxembourg (“Debtor”); IN FAVOUR OF: AG Software Limited, a company

Consent of John E. Taylor Jr., as Director Nominee

Exhibit 99.1 Consent of Director Nominee Neogames S.a.r.l is filing a Registration Statement on Form F-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of ordinary shares of Neogames S.a.r.l. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being

Amended and Restated Articles of Association of Neogames S.à r.l.

Exhibit 3.1 Neogames S.à r.l Société à responsabilité limitée Capital social: EUR 12.500,- Siège social: L-5367 Schuttrange, 64, rue Principale R.C.S. Luxembourg B 186.309 ASSEMBLEE GENERALE EXTRAORDINAIRE Me DELOSCH Du 7 août 2015 N° In the year two thousand and fifteen, on the seventh day of the month of August, before Maître Edouard Delosch, notary, residing in Diekirch, Grand Duchy of Luxembou

Form of Joint Venture Agreement, dated January 14, 2014, between NeoGames Network Limited and Pollard Banknote Limited.

Exhibit 10.6 EXECUTION COPY JOINT VENTURE AGREEMENT This Joint Venture Agreement (“Agreement”) is made and entered into effective as of the 14th day of January, 2014 by and between Neogames Network Limited (“NG”), a corporation incorporated under the laws of Malta, with its principal offices located at 135 High Street, Sliema, SLM 1548, Malta and Pollard Banknote Limited (“Pollard”), a corporation

Consulting Agreement, dated June 1, 2015, between NeoGames Systems Ltd. and Lotym Holdings (filed as Exhibit 10.3 to NeoGames S.A.’s Form F-1 filed on October 27, 2020, File No. 333-249683, and incorporated herein by reference).

Exhibit 10.3 AGREEMENT Made and signed on June 1, 2015, on the second day of June 2015 Between Neogames Systems Ltd. Company no. 51-509369-8 10 Habarzel Street, Tel Aviv (hereinafter: the “Company”) On the first part And Between Lotym Holdings Ltd. Company no. 515229482 Farm 25, Adanim (hereinafter: the “Contractor”) On the second part WHEREAS The Contractor is a company controlled and fully owned

Neogames S.à r.l. — 2015 Option Plan (Amended 2019) (filed as Exhibit 10.7 to NeoGames S.A.’s Form F-1 filed on October 27, 2020, File No. 333-249683, and incorporated herein by reference).

Exhibit 10.7 Neogames S.à r.l. - 2015 Option Plan (Amended 2019) 1. Name. This plan, as adopted by the board of directors of Neogames S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 64, rue Principale, L-5367 Schuttrange, Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Compan

Form of Loan Agreement, dated October 20, 2020, between Neogames S.à r.l. and William Hill Finance Limited.

Exhibit 10.4 Execution Version Dated 2020 LOAN AGREEMENT BETWEEN (1) WILLIAM HILL FINANCE LIMITED AS THE LENDER (2) NEOGAMES S.À R.L AS BORROWER TABLE OF CONTENTS 1. Definitions and construction 1 2. The loans and purpose 6 3. Conditions precedent 7 4. Voluntary prepayments and repayment 7 5. Mandatory prepayment 7 6. Restrictions 9 7. Interest 9 8. Payments 9 9. Indemnity 10 10. Representations a

List of subsidiaries.

EX-21.1 11 tm2029242d7ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of NeoGames S.A. Legal Name of Subsidiary Jurisdiction of Organization Neogames Systems Ltd. Israel Neogames Ukraine Ukraine NeoGames US LLP Delaware NeoGames S.R.O. Czech Republic NeoGames Solutions LLC Delaware

Powers of attorney (included on signature page to the registration statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 27, 2020 Registration No.

Form of Amended and Restated Promissory Note, dated May 18, 2017, between Neogames S.à r.l. and AG Software Limited.

Exhibit 10.2 AMENDED AND RESTATED PROMISSORY NOTE THIS AMENDED AND RESTATED PROMISSORY NOTE (“Note”) is executed this 18th day of May, 2017 (“Effective Date”); BY: Neogames S.a r.l., a company incorporated under the laws of the Grand Duchy of Luxembourg, Company No. B186309, with address at 64, rue Principale, L-5367 Schuttrange, Luxembourg (“Debtor”); IN FAVOUR OF: Aspireglobal Limited, a company

Second Amended and Restated Software License Agreement, dated as of June 2018, among Neogames S.à r.l., AG Software Ltd., Aspire Global Plc and William Hill Organization Limited.

Exhibit 10.10 EXECUTION COPY SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT THIS SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT is entered into as of [] June 2018, by and between AG Software Ltd., a company organised under the laws of Malta, with its registered office at 135 High Street, Sliema SLM 1549, Malta (“Licensor”), Aspire Global Plc (formerly, Neo Point Technologies Limite

Form of Letter, dated June 18, 2018, between Neogames S.à r.l. and WHG (International) Limited.

EX-10.5 7 tm2029242d7ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Private and Confidential WHG (International) Ltd 6/1 Waterport Place Gibraltar GX11 1AA The purpose of this letter (“Letter”) is to outline the principal terms pursuant to which: · NeoGames SARL (“NeoGames” of “NG”) shall grant to WHG (International) Ltd (“William Hill” or “WH”) a non-exclusive, assignable, sub-licensable, perpetual, worldw

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TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED BY NEOGAMES S.A. PURSUANT TO 17 CFR 200.83 As confidentially submitted to the Securities and Exchange Commission on October 19, 2020 This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED STA

AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.2 AMENDED AND RESTATED PROMISSORY NOTE THIS AMENDED AND RESTATED PROMISSORY NOTE (“Note”) is executed this 18th day of May, 2017 (“Effective Date”); BY: Neogames S.a r.l., a company incorporated under the laws of the Grand Duchy of Luxembourg, Company No. B186309, with address at 64, rue Principale, L-5367 Schuttrange, Luxembourg (“Debtor”); IN FAVOUR OF: Aspireglobal Limited, a company

Made and signed on June 1, 2015, on the second day of June 2015

Exhibit 10.3 AGREEMENT Made and signed on June 1, 2015, on the second day of June 2015 Between Neogames Systems Ltd. Company no. 51-509369-8 10 Habarzel Street, Tel Aviv (hereinafter: the “Company”) On the first part And Between Lotym Holdings Ltd. Company no. 515229482 Farm 25, Adanim (hereinafter: the “Contractor”) On the second part WHEREAS The Contractor is a company controlled and fully owned

Private and Confidential

Exhibit 10.5 Private and Confidential WHG (International) Ltd 6/1 Waterport Place Gibraltar GX11 1AA The purpose of this letter (“Letter”) is to outline the principal terms pursuant to which: · NeoGames SARL (“NeoGames” of “NG”) shall grant to WHG (International) Ltd (“William Hill” or “WH”) a non-exclusive, assignable, sub-licensable, perpetual, worldwide and irrevocable license to use and otherw

JOINT VENTURE AGREEMENT

Exhibit 10.6 EXECUTION COPY JOINT VENTURE AGREEMENT This Joint Venture Agreement (“Agreement”) is made and entered into effective as of the 14th day of January, 2014 by and between Neogames Network Limited (“NG”), a corporation incorporated under the laws of Malta, with its principal offices located at 135 High Street, Sliema, SLM 1548, Malta and Pollard Banknote Limited (“Pollard”), a corporation

Subsidiaries of NeoGames S.A.

Exhibit 21.1 Subsidiaries of NeoGames S.A. Legal Name of Subsidiary Jurisdiction of Organization Neogames Systems Israel Neogames Ukraine Ukraine NeoGames US LLP Delaware NeoGames S.R.O. Czech Republic Pollard Holdings, Inc. Delaware NeoPollard Interactive LLC Delaware NeoGames Solutions LLC Delaware

LOAN AGREEMENT (1) WILLIAM HILL FINANCE LIMITED AS THE LENDER (2) NEOGAMES S.À R.L AS BORROWER TABLE OF CONTENTS

Exhibit 10.4 Execution Version Dated 2020 LOAN AGREEMENT BETWEEN (1) WILLIAM HILL FINANCE LIMITED AS THE LENDER (2) NEOGAMES S.À R.L AS BORROWER TABLE OF CONTENTS 1. Definitions and construction 1 2. The loans and purpose 6 3. Conditions precedent 7 4. Voluntary prepayments and repayment 7 5. Mandatory prepayment 7 6. Restrictions 9 7. Interest 9 8. Payments 9 9. Indemnity 10 10. Representations a

Neogames S.à r.l. - 2015 Option Plan (Amended 2019)

Exhibit 10.7 Neogames S.à r.l. - 2015 Option Plan (Amended 2019) 1. Name. This plan, as adopted by the board of directors of Neogames S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 64, rue Principale, L-5367 Schuttrange, Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Compan

AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.1 AMENDED AND RESTATED PROMISSORY NOTE THIS AMENDED AND RESTATED PROMISSORY NOTE (“Note”) is executed this 18th day of May, 2017 (“Effective Date”); BY: Neogames S.a r.L., a company incorporated under the laws of the Grand Duchy of Luxembourg, Company No. Bl 86309, with address at 64, rue Principale, L-5367 Schuttrange, Luxembourg (“Debtor”); IN FAVOUR OF: AG Software Limited, a company

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53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris October 19, 2020 Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid

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TABLE OF CONTENTS CONFIDENTIAL TREATMENT REQUESTED BY NEOGAMES S.A. PURSUANT TO 17 CFR 200.83 As confidentially submitted to the Securities and Exchange Commission on September 10, 2020 This draft registration statement has not been publicly filed with the United States Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED S