ELLO Ellomay Capital Ltd

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: 001-35284

(Translation of registrant’s name into English)

(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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐           No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Results of Early Institutional and Classified Investors Tender in connection with Potential Offering of a New Series of Secured Debentures (Series E) in Israel

Ellomay Capital Ltd. (the “Company”) hereby announces that the Company completed the institutional and classified investors tender (the “Institutional Tender”), in connection with the offering, in Israel only (the “Offering”), of a new series of secured debentures (Series E) that is expected to be listed for trading on the Tel Aviv Stock Exchange (the “Debentures”).

At the Institutional Tender, the bidders submitted early commitments to place orders at the upcoming public tender for an aggregate of approximately NIS 340 million par value of the Debentures, of which the Company intends to accept commitments in the aggregate amount of NIS 220 million (approximately €59 million). The early commitments that will be accepted are at an annual interest rate of 6.05%, which will be set as the maximum annual interest rate in the public tender for the Debentures that is expected to be carried out by the Company. The early commitments accepted in the Institutional Tender are binding, and in consideration for making the early commitments the institutional and classified investors will receive an early commitment commission of 0.5%.

The structure, terms and execution of the Offering and the issuance of the Debentures are subject to approval by the Company’s board of directors, the receipt of regulatory approvals, including the approval of the Israel Securities Authority for the publication of a shelf offering report under the Company’s Israeli shelf prospectus, the approval of the Tel Aviv Stock Exchange for the listing of the Debentures for trading, the completion of a public tender and other factors such as market conditions. Accordingly, there can be no assurance that the public offering will be consummated or as to the terms and timing thereof. The date of the public tender, including the final structure of the Offering, will be published in Israel by the Company in a shelf offering report in Hebrew.

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 “will,” “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 our forward-looking statements. 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 Securities and Exchange Commission, including its Annual Report on Form 20-F. Specifically, the forward-looking statements relating to the execution of the Offering and the amount to be raised are subject to uncertainties and assumptions about market conditions, and receipt of required approvals. The actual conditions could lead to materially different outcome than that set forth above. 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.

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