XYLO ADSs: $5.25 Cash-Out, Israeli Tax Ruling Enables Closing

Rhea-AI Filing Summary

Xylo Technologies Ltd. obtained the Israeli tax ruling required to close a previously announced scheme of arrangement under which L.I.A. Pure Capital Ltd. will acquire all outstanding shares. As part of the transaction, Xylo’s American Depositary Shares (ADSs), each representing 40 ordinary shares, will be de-listed from Nasdaq and the company will terminate its SEC registration. ADS holders will receive USD 5.25 per ADS, subject to applicable Israeli withholding tax of up to 25%. Non‑Israeli holders may avoid withholding by submitting specified documentation to Computershare; holders will have approximately six months to submit materials, and remaining ADSs will be mandatorily exchanged for cash net of withholding after that period.

Computershare will arrange payments after approval by the Israeli sub‑paying agent. The Bank of New York Mellon, as depositary, will cease issuances and cancellations after close of business on August 21, 2025 and will terminate the deposit agreement following its notice period or when no ADSs remain.

Positive

• Israeli tax ruling obtained, clearing a key closing condition for the scheme of arrangement
• Fixed cash consideration of USD 5.25 per ADS gives ADS holders a clear liquidity outcome
• Defined process and timeline (Computershare payments, BNY books close Aug 21, 2025) reduces execution uncertainty

Negative

• ADSs will be de-listed from Nasdaq and SEC registration terminated, ending public trading and reporting
• Applicable Israeli withholding tax up to 25% may materially reduce net proceeds for affected holders
• Non-Israeli holders must submit documentation to avoid withholding, creating administrative burden and potential delays

Insights

Financial Analyst

TL;DR: Transaction completes a cash-out at $5.25 per ADS with delisting and potential Israeli withholding up to 25%.

The secured tax ruling removes a closing condition and enables the cash consideration to be distributed to ADS holders. The fixed per-ADS payment provides liquidity certainty for holders, while the Israeli withholding obligation may materially reduce net proceeds for some investors unless they timely provide documentation to Computershare. The timeline is clearly defined with the depositary closing books on August 21, 2025 and ADSs de-listed on August 22, 2025, which is important for operational and tax planning.

M&A Specialist

TL;DR: Obtaining the tax ruling and initiating closing are decisive steps toward mandatory share exchange and de-listing under the agreed arrangement.

The announcement confirms execution steps: regulatory/tax clearance obtained, depositary instructions set, and a mandatory exchange mechanism once the documentation window closes. For deal execution, reliance on Computershare and the Israeli sub‑paying agent is standard; timelines and withholding mechanics are explicit, reducing post-closing uncertainty. The arrangement transfers ownership off‑market, and the deposit agreement termination mechanics are documented for orderly winding down of ADS infrastructure.

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 2025

Commission File Number 001-37381

XYLO TECHNOLOGIES LTD.

(Translation of registrant’s name into English)

10 HaNechoshet Street Tel-Aviv, 6971072, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

EXPLANATORY NOTE

Xylo Technologies Ltd. (“Xylo” or the “Company”) announces that the Israeli tax ruling (the “Tax Ruling”) required for closing of its previously announced scheme of arrangement, whereby L.I.A. Pure Capital Ltd. will acquire all issued and outstanding share capital of the Company (the “Arrangement”), has been obtained, and closing procedures for the Arrangement have been initiated. On August 22, 2025, the Company’s American Depositary Shares (“ADSs”) will be de-listed from Nasdaq and the Company will terminate its SEC registration.

From August 22, 2025, holders of ADSs (“Company ADSs”) each representing 40 ordinary shares of the Company, will be entitled to receive cash consideration of USD5.25 per ADS, subject to applicable withholding taxes. Holders are generally subject to Israeli withholding tax a rate of up to 25%. In order to receive the cash consideration without Israeli withholding tax, non-Israeli ADS holders will be required to submit documentation as set forth in the Tax Ruling, which may include a copy of their non-Israeli passport, tax declaration forms, a formal residency certificate, or a withholding tax exemption certificate, as applicable and depending on each holder’s status and the amount of consideration payable to each holder, to Computershare, Inc., or one of its affiliates (“Computershare”). Information regarding the tax arrangement and the documentation required to be submitted will be provided to the holders by Computershare. After receipt of the Israeli sub-paying agent’s approval, Computershare will arrange for payment of the cash consideration to ADS holders net of the appropriate withholding tax (if any). ADS holders will have a minimum of approximately six months to submit the required documentation. The deadline to submit the required documentation may be extended.

After expiration of the period to submit the required documentation, all remaining ADSs will be exchanged on a mandatory basis for the cash consideration, net of Israeli withholding tax.

The Bank of New York Mellon (“BNY”), as depositary, will send a separate notice to holders of Xylo ADSs that the deposit agreement among Xylo, BNY and holders of Xylo ADSs will terminate on the earlier of 30 days after the date of that notice or the date on which there are no outstanding Xylo ADSs.

BNY will close its books for all issuances and cancellations after close of business August 21, 2025.

Forward Looking Statements

This Report of Foreign Private Issuer contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report of Foreign Private Issuer on Form 6-K.

The forward-looking statements contained or implied in this Report of Foreign Private Issuer on Form 6-K are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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SIGNATURE

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.

	XYLO TECHNOLOGIES LTD.
Date: August 11, 2025	By:	/s/ Tali Dinar
		Tali Dinar
		Chief Financial Officer

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FAQ

What consideration will XYLO ADS holders receive in the arrangement?

Each ADS holder will receive USD 5.25 per ADS, subject to applicable withholding taxes.

When will Xylo ADSs be de-listed from Nasdaq (XYLO)?

Xylo ADSs are scheduled to be de-listed from Nasdaq on August 22, 2025.

How many ordinary shares does each Xylo ADS represent?

Each ADS represents 40 ordinary shares of Xylo Technologies Ltd.

Will holders face Israeli withholding tax on the cash consideration?

Yes; holders are generally subject to Israeli withholding tax at a rate of up to 25%, unless eligible non‑Israeli documentation is submitted.

How can non‑Israeli ADS holders avoid Israeli withholding tax?

Non‑Israeli holders can submit documentation (for example, a passport copy, tax declaration forms, residency certificate, or withholding exemption certificate) to Computershare as specified in the Tax Ruling.

What are the depositary and processing deadlines?

BNY will close books for issuances and cancellations after close of business on August 21, 2025; ADS holders will have a minimum of approximately six months to submit required documentation.