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 2026
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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS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 regarding Implementation
of Separation Mechanism concerning Ellomay Luzon Energy Infrastructures Ltd.
Ellomay Capital Ltd. (the “Company”)
is providing an update in connection with the Form 6-K submitted by the Company concerning the receipt of a copy of a letter sent by Amos
Luzon Development and Energy Group Ltd. (the “Luzon Group”), to Prof. Yitzhak Soari, requesting Prof. Soari to determine
the timetable and other terms for implementing a separation mechanism between the Company and the Luzon Group with respect to Ellomay
Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”), currently held in equal parts (50%-50%) by the Company
(indirectly) and the Luzon Group.
As both individuals who were named in the agreement executed by the shareholders
of Ellomay Luzon Energy as potential arbitrators for purposes of determining the separation process are not able to perform such role,
the parties to the shareholders agreement discussed the separation mechanism since the delivery of the aforementioned letter. Despite
such ongoing discussions, on March 12, 2026, the Luzon Group informed the Company that the Luzon Group submitted a petition to the Tel
Aviv District Cout requesting the appointment of an arbitrator that will determine the separation process or appoint a third party for
such purpose.
The Company will examine the petition
and will act to preserve and protect its contractual and legal rights. There can be no assurance that a separation process will be
implemented and at what terms, and the Company cannot currently estimate the potential outcome of such separation process, if and to the
extent implemented.
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 possibility that a separation
mechanism will be implemented, its terms and outcome, changes in electricity prices and demand, regulatory changes, increases in interest
rates and inflation, the impact of the war and hostilities in Israel and Gaza, technical and other disruptions in the operations or construction
of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects,
delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits - whether
within the set time frame or at all, inability to advance the expansion of Dorad, increases in interest rates and inflation, changes in
exchange rates, 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, technical and other disruptions in the operations or construction of the power plants owned
by the Company, the impact of the continued military conflict between Russia and Ukraine, climate change, 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: March 12, 2026 |
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