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 September 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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS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.
Dorad Energy Ltd. Board Approval
of the Dorad 2 Project
Ellomay Capital Ltd. (the “Company”),
hereby updates that on September 14, 2025, the Dorad Energy Ltd. (“Dorad”), Board of Directors approved the planning
and execution of the project to construct an additional turbine on the premises of the current power plant owned by Dorad, referenced
in the Company’s filings as the “Dorad 2 Project.” The Dorad Board of Directors also approved additional resolutions
in connection with the Dorad 2 Project including a budget until the project achieves financial closing and authorizing Dorad’s management
to negotiate an agreement to maintain a production slot with a turbine manufacturer (an agreement that will be subject to an additional
approval by the Dorad Board of Directors).
The Company currently indirectly
holds 16.875% of Dorad’s share capital through its 50% holdings in Ellomay Luzon Energy Infrastructures Ltd. (“Ellomay
Luzon Energy”). The aforementioned resolution by Dorad’s Board of Directors was preceded by the adoption by Dorad’s
shareholders of an amendment to Dorad’s articles of association providing that the project will require the approval of Dorad’s
Board of Directors with a majority of 70% of the participating directors.
For more information concerning
the Dorad 2 Project and related legal proceedings and concerning the recent acquisition of additional shares in Dorad by Ellomay Luzon
Energy and related legal proceedings, see the Form 6-K submitted by the Company to the Securities and Exchange Commission (“SEC”)
on September 2, 2025 and Item 4.B. of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, submitted by
the Company to the SEC on April 30, 2025.
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,” “will,” “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
potential outcome of current and future litigation in connection with Dorad’s shares held by Ellomay Luzon Energy and with the Dorad
2 Project, the ability to obtain financing for the Dorad 2 Project on terms acceptable to Dorad, delays in the planning and construction
of the Dorad 2 Project, Dorad’s ability to obtain approvals and permits and to procure the equipment required for the construction
of the Dorad 2 Project, 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 |
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| Dated: September 15, 2025 |
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