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 2025
Commission File Number: 001-35284
Ellomay Capital Ltd.
(Translation of registrant’s
name into English)
18 Rothschild Blvd., Tel Aviv
6688121, Israel
(Address of principal executive
office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
THIS FORM 6-K IS HEREBY INCORPORATED
BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533,
333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS
OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Update in connection with
Exercise of Right of First Refusal for Dorad Energy Ltd. Shares
Ellomay Capital Ltd. (the “Company”),
hereby provides an update in connection with the exercise of a right of first refusal for 7.5% of the outstanding shares of Dorad Energy
Ltd. (“Dorad”) by Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) and following
the Company’s immediate reports on Form 6-K submitted to the Securities and Exchange Commission on March 31, 2025, April 7, 2025,
May 31, 2025 and June 24, 2025.
As noted in previous immediate
reports, Ellomay Luzon Energy submitted an acceptance notice of the right of first refusal with respect to all of the shares offered under
the right of first refusal mechanism (representing 15% of the issued and outstanding shares of Dorad). As another shareholder of Dorad
submitted an exercise notice with respect to the same amount of shares, Ellomay Luzon Energy entered into a share purchase agreement with
the selling shareholder with respect to 7.5% of the issued and outstanding shares of Dorad, while notifying the selling shareholder that
it maintains its right to purchase all the shares offered under the right of first refusal should the sale of the remaining 7.5% of Dorad’s
issued and outstanding shares to the other shareholder not be consummated for any reason.
The Company hereby updates
that two additional conditions to closing have been fulfilled as the approvals of the Israeli Electricity Authority (in connection
with 7.5% of Dorad’s issued and outstanding shares) and of the consortium of lenders who financed the construction of the
power plant owned by Dorad were received. The remaining main conditions to closing for the acquisition of Dorad’s shares by
Ellomay Luzon Energy are the consummation of the sale of 10% of Dorad’s outstanding shares to The Phoenix Insurance Company
Ltd. and its affiliates and the approval of Dorad’s board of directors. The remaining conditions to closing are not within
Ellomay Luzon Energy’s control and the Company cannot at this point estimate whether and when they will be fulfilled.
Information Relating to Forward-Looking
Statements
This report contains forward-looking
statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions
of the Company’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s
plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the
words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions
are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company
may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue
reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially
from those that may be expressed or implied by the Company’s forward-looking statements, including the non-fulfillment of any of
the conditions to closing, changes in market conditions, inability to receive required regulatory approvals, the impact of the war and
hostilities in Israel, Gaza and Iran, changes in electricity prices and demand, regulatory changes, including extension of current or
approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interest
rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities (such
as waste and natural gas) and in the price of oil, the impact of the continued military conflict between Russia and Ukraine, technical
and other disruptions in the operations or construction of the power plants owned by the Company and general market, political and economic
conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks
and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time
to time with the Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made
as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Ellomay Capital Ltd. |
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By: |
/s/ Ran Fridrich |
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Ran Fridrich |
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Chief Executive Officer and Director |
Dated: June 30, 2025
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