6-K

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 2023

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   ☐

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- ________

Explanatory Note

Ellomay Capital Ltd. (the “Company”) hereby announces that on August 24, 2023, it published a press release containing the financial results of Dorad Energy Ltd. (“Dorad”) as of and for the three and six months ended June 30, 2023 and additional disclosure relating to Dorad (the “Press Release”).

In addition, based on the undertakings included in the Deet of Trust executed by the Company in connection with its Series E Secured Debentures, the Company published on August 25, 2023, through the filing system of the Israel Securities Authority and the Tel Aviv Stock Exchange, information concerning Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructure Ltd.) (“Ellomay Luzon Energy”) based on Israeli securities regulation (the “Ellomay Luzon Energy Information”) and financial statements of Ellomay Luzon Energy as of and for the three and six months ended June 30, 2023 (in Hebrew) that were prepared in accordance with International Financial Reporting Standards (the “Ellomay Luzon Energy FS”).

The Press Release, the Ellomay Luzon Energy Information and an English summary of the Ellomay Luzon Energy FS are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

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 or Dorad’s management. All statements, other than statements of historical facts, included in this report regarding the Company’s or Dorad’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 or Dorad may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements included in this report. 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 including regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction. These and other risks and uncertainties associated with the Company’s and Dorad’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.

Exhibit Index

This Report on Form 6-K of Ellomay Capital Ltd. includes of the following documents, which are attached hereto and incorporated by reference herein:

Exhibit 99.1	Press Release: “Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and Six Months Ended June 30, 2023,” dated August 24, 2023.
Exhibit 99.2	Ellomay Luzon Energy Information published in Israel.
Exhibit 99.3	Summary of the Financial Statements of Ellomay Luzon Energy Infrastructures Ltd. as of and for the three and six months ended June 30, 2023 (summary of Hebrew version, the original language was published by the Company in Israel and is available upon request).

2

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.

Ellomay Capital Ltd.

By: /s/ Ran Fridrich

Ran Fridrich

Chief Executive Officer and Director

Dated: August 25, 2023

3

EX-99.1

Exhibit 99.1

Ellomay Capital Reports Publication of Financial Statements of Dorad Energy Ltd. for the Three and

Six Month Periods Ended June 30, 2023

Tel-Aviv, Israel, August 24, 2023 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and the US, today reported the publication in Israel of financial statements for the three and six months ended June 30, 2023 of Dorad Energy Ltd. (“Dorad”), in which Ellomay currently indirectly holds approximately 9.4% through its indirect 50% ownership of Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd.) (“Ellomay Luzon Energy”).

On August 24, 2023, Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”), an Israeli public company that currently holds the remaining 50% of Ellomay Luzon Energy, which, in turn, holds 18.75% of Dorad, published its quarterly report in Israel based on the requirements of the Israeli Securities Law, 1968. Based on applicable regulatory requirements, the quarterly report of the Luzon Group includes the financial statements of Dorad for the same period.

The financial statements of Dorad for the quarter ended June 30, 2023 were prepared in accordance with International Financial Reporting Standards. Ellomay will include its indirect share of these results (through its holdings in Ellomay Luzon Energy) in its financial results for this period. In an effort to provide Ellomay’s shareholders with access to Dorad’s financial results (which were published in Hebrew), Ellomay hereby provides a convenience translation of Dorad’s financial results.

Dorad Financial Highlights

• Dorad’s unaudited revenues for the three months ended June 30, 2023 – approximately NIS 606.2 million.

• Dorad’s unaudited operating profit for the three months ended June 30, 2023 – approximately NIS 84 million.

Based on the information provided by Dorad, the demand for electricity by Dorad’s customers is seasonal and is affected by, inter alia, the climate prevailing in that season. Since January 1, 2023, the months of the year are split into three seasons as follows: the summer season – the months of June, July, August and September; the winter season - the months of December, January and February; and intermediate seasons – (spring and autumn), the months from March to May and from October to November. There is a higher demand for electricity during the winter and summer seasons, and the average electricity consumption is higher in these seasons than in the intermediate seasons and is even characterized by peak demands due to extreme climate conditions of heat or cold. In addition, Dorad’s revenues are affected by the change in load and time tariffs - TAOZ (an electricity tariff that varies across seasons and across the day in accordance with demand hour clusters), as, on average, TAOZ tariffs are higher in the summer season than in the intermediate and winter seasons. Therefore, the results presented for the quarter ended June 30, 2023, which include intermediate months of April and May and the summer month of June, are not indicative of full year results. In addition, due to various reasons, including the effects of the increase in the Israeli CPI impacting interest payments by Dorad on its credit facility, and changes in the season and TAOZ tariff calculations that became effective on January 1, 2023, the results included herein may not be indicative of second quarter results in the future or comparable to second quarter results in the past.

A translation of the financial results for Dorad as of and for the year ended December 31, 2022 and as of and for each of the three and six month periods ended June 30, 2023 and 2022 is included at the end of this press release. Ellomay does not undertake to separately report Dorad’s financial results in a press release in the future. Neither Ellomay nor its independent public accountants have reviewed or consulted with the Luzon Group, Ellomay Luzon Energy or Dorad with respect to the financial results included in this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe, Israel and the US.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

• Approximately 35.9 MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;

• 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;

• 51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;

• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively;

• 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;

• Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL that are constructing photovoltaic plants with installed capacity of 14.8 MW and 4.95 MW, respectively, in the Lazio Region, Italy; and

• Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL, Ellomay Solar Italy Seven SRL and Ellomay Solar Italy Ten SRL that are developing photovoltaic projects with installed capacity of 15.06 MW, 87.2 MW, 54.77 MW and 18 MW, respectively, in the Lazio Region, Italy that have reached “ready to build” status.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release 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 press release 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 regulatory changes, the decisions of the Israeli Electricity Authority, changes in demand, technical and other disruptions in the operations of the power plant operated by Dorad, competition, changes in the supply and prices of resources required for the operation of the Dorad’s facilities and in the price of oil and electricity, changes in the Israeli CPI, changes in inflation and interest rates, seasonality, failure to obtain financing for the expansion of Dorad and other risks applicable to projects under development and construction, in addition to other risks and uncertainties associated with the Company’s and Dorad’s business that 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. 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.

Contact:

Kalia Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: hilai@ellomay.com

Dorad Energy Ltd.

Statements of Financial Position

	June 30		June 30		December 31
	2023		2022		2022
	(Unaudited)		(Unaudited)		(Audited)
	NIS thousands		NIS thousands		NIS thousands
Current assets
Cash and cash equivalents		176,779		62,558		151,481
Trade receivables and accrued income		242,670		191,756		238,581
Other receivables		14,181		23,932		32,809
Financial derivatives		4,431		8,023		-
Total current assets		438,061		286,269		422,871
Non-current assets
Restricted deposit		537,337		507,799		514,543
Prepaid expenses		31,074		32,237		32,072
Fixed assets		3,173,760		3,326,489		3,253,196
Intangible assets		7,765		5,960		6,404
Right of use assets		56,886		58,198		57,486
Total non-current assets		3,806,822		3,930,683		3,863,701
Total assets		4,244,883		4,216,952		4,286,572
Current liabilities
Current maturities of loans from banks		293,414		266,896		279,506
Current maturities of lease liabilities		4,749		4,558		4,645
Trade payables		172,233		195,602		228,468
Other payables		12,710		9,792		11,439
Total current liabilities		483,106		476,848		524,058
Non-current liabilities
Loans from banks		2,115,016		2,293,137		2,211,895
Other Long-term liabilities		14,975		19,425		17,529
Long-term lease liabilities		51,032		51,924		49,292
Provision for dismantling and restoration		50,000		50,000		50,000
Deferred tax liabilities		237,126		190,336		215,016
Liabilities for employee benefits, net		160		160		160
Total non-current liabilities		2,468,309		2,604,982		2,543,892
Equity
Share capital		11		11		11
Share premium		642,199		642,199		642,199
Capital reserve from activities with shareholders		3,748		3,748		3,748
Retained earnings		647,510		489,164		572,664
Total equity		1,293,468		1,135,122		1,218,622
Total liabilities and equity		4,244,883		4,216,952		4,286,572

Dorad Energy Ltd.

Interim Condensed Statement of Income

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2023			2022			2023			2022			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Revenues		1,254,471			1,020,929			606,155			465,505			2,369,220
Operating costs of the
Power Plant
Energy costs		261,490			194,413			137,416			104,796			544,118
Electricity purchase and
infrastructure services		592,821			522,449			275,659			242,423			1,088,127
Depreciation and
amortization		118,864			123,627			62,518			55,504			239,115
Other operating costs		80,718			75,617			46,547			37,943			157,189
Total operating costs
of Power Plant		1,053,893			916,106			522,140			440,666			2,028,549
Profit from operating
the Power Plant		200,578			104,823			84,015			24,839			340,671
General and
administrative expenses		14,093			10,893			7,499			5,171			24,066
Operating profit		186,485			93,930			76,516			19,668			316,605
Financing income		36,190			45,902			16,968			34,373			52,131
Financing expenses		125,719			150,392			66,638			85,151			271,116
Financing expenses, net		89,529			104,490			49,670			50,778			218,985
Profit (loss) before
taxes on income		96,956			(10,560	)		26,846			(31,110	)		97,620
Tax benefit (taxes on
Income)		(22,110	)		2,340			(5,969	)		7,148			(22,340	)
Profit (loss) for the period		74,846			(8,220	)		20,877			(23,962	)		75,280

Dorad Energy Ltd.

Interim Condensed Statement of Changes in Shareholders’ Equity

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings			Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands			NIS thousands
For the six months
ended June 30, 2023
(Unaudited)
Balance as at
January 1, 2023 (Audited)		11		642,199		3,748		572,664			1,218,622
Profit for the period		-		-		-		74,846			74,846
Balance as at
June 30, 2023 (Unaudited)		11		642,199		3,748		647,510			1,293,468
For the six months
ended June 30, 2022
(Unaudited)
Balance as at
January 1, 2022 (Audited)		11		642,199		3,748		497,384			1,143,342
Loss for the period		-		-		-		(8,220	)		(8,220	)
Balance as at
June 30, 2022 (Unaudited)		11		642,199		3,748		489,164			1,135,122
For the three months
ended June 30, 2023
(Unaudited)
Balance as at
April 1, 2023 (Unaudited)		11		642,199		3,748		626,633			1,272,591
Profit for the period		-		-		-		20,877			20,877
Balance as at
June 30, 2023 (Unaudited)		11		642,199		3,748		647,510			1,293,468
For the three months
ended June 30, 2022
(Unaudited)
Balance as at
April 1, 2022 (Unaudited)		11		642,199		3,748		513,126			1,159,084
Loss for the period		-		-		-		(23,962	)		(23,962	)
Balance as at
June 30, 2022 (Unaudited)		11		642,199		3,748		489,164			1,135,122

Dorad Energy Ltd.

Interim Condensed Statement of Changes in Shareholders’ Equity (cont’d)

					Capital reserve
					for activities
	Share		Share		with		Retained
	capital		premium		shareholders		earnings		Total Equity
	NIS thousands		NIS thousands		NIS thousands		NIS thousands		NIS thousands
For the year ended
December 31, 2022 (Audited)
Balance as at
January 1, 2022 (Audited)		11		642,199		3,748		497,384		1,143,342
Profit for the year		-		-		-		75,280		75,280
Balance as at
December 31, 2022 (Audited)		11		642,199		3,748		572,664		1,218,622

Dorad Energy Ltd.

Interim Condensed Statements of Cash Flows

	For the six months ended						For the three months ended						Year ended
	June 30						June 30						December 31
	2023			2022			2023			2022			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	NIS thousands			NIS thousands			NIS thousands			NIS thousands			NIS thousands
Cash flows from
operating activities:
Profit (loss) for the period		74,846			(8,220	)		20,877			(23,962	)		75,280
Adjustments:
Depreciation and amortization
and fuel consumption		119,486			124,701			62,695			55,915			242,345
Taxes on income (tax benefit)		22,110			(2,340	)		5,969			(7,148	)		22,340
Financing expenses, net		89,529			104,490			49,670			50,778			218,985
		231,125			226,851			118,334			99,545			483,670
Change in trade receivables		(4,089	)		56,816			(57,981	)		(13,570	)		9,991
Change in other receivables		18,628			16,358			5,043			4,810			7,480
Change in trade payables		(78,308	)		(156,766	)		(10,795	)		(59,935	)		(127,907	)
Change in other payables		1,271			2,692			(6,504	)		(7,207	)		4,339
Change in other long-term liabilities		(2,554	)		3,591			(951	)		(1,813	)		1,695
		(65,052	)		(77,309	)		(71,188	)		(77,715	)		(104,402	)
Taxes on income paid		-			(21,795	)		-			-			(21,795	)
Net cash flows provided
by operating activities		240,919			119,527			68,023			(2,132	)		432,753
Cash flows used in
investing activities
Proceeds for settlement of
financial derivatives		3,074			5,747			1,902			5,325			13,652
Investment in fixed assets		(36,157	)		(69,165	)		(21,945	)		(41,652	)		(110,715	)
Investment in intangible assets		(2,317	)		(642	)		(1,500	)		(385	)		(1,810	)
Interest received		13,796			917			7,772			545			6,433
Net cash flows used in
investing activities		(21,604	)		(63,143	)		(13,771	)		(36,167	)		(92,440	)
Cash flows from
financing activities:
Repayment of lease liability principal		(212	)		(241	)		(113	)		(91	)		(4,726	)
Repayment of loans from banks		(130,987	)		(144,775	)		(130,987	)		(144,775	)		(255,705	)
Interest paid		(76,985	)		(82,129	)		(76,835	)		(81,961	)		(159,804	)
Net cash flows used in
financing activities		(208,184	)		(227,145	)		(207,935	)		(226,827	)		(420,235	)
Net increase (decrease) in cash
and cash equivalents for
the period		11,131			(170,761	)		(153,683	)		(265,126	)		(79,922	)
Effect of exchange rate fluctuations
on cash and cash equivalents		14,167			31,459			6,579			25,715			29,543
Cash and cash equivalents at
beginning of period		151,481			201,860			323,883			301,969			201,860
Cash and cash equivalents at end
of period		176,779			62,558			176,779			62,558			151,481

EX-99.2

Exhibit 99.2

Other than information relating to Ellomay Luzon Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), the disclosures contained herein concerning Dorad Energy Ltd. (“Dorad”) and the power plant owned by Dorad (the “Dorad Power Plant”) are based on information received from Dorad. Unless the context in which such terms are used would require a different meaning, all references to “Ellomay,” “us,” “we,” “our” or the “Company” refer to Ellomay Capital Ltd. and its consolidated subsidiaries.

All reference herein to the “2022 Annual Disclosure” are to the immediate report provided to the holders of Company’s Series E Secured Debenture, submitted to the Israel Securities Authority on March 29, 2023 (filing number 2023-02-034863). Unless otherwise noted, defined terms used herein shall have the same meaning as set forth in the 2022 Annual Disclosure.

See Section 1.1 under the heading “Investment and Acquisition of Shares in Dori Energy” for disclosure concerning changes implemented in January 2023 to the shareholders’ loans provided to Ellomay Luzon Energy.

With reference to Section 1.11.3 of the 2022 Annual Disclosure in connection with Dorad’s agreement with Alon Energy Centers LP (“Alon Gat”) - On January 8, 2023, Alon Gat informed Dorad of the termination of the agreement, effective March 31, 2023.

With reference to Section 1.13 of the 2022 Annual Disclosure under the heading “Dorad Credit Rating” - On April 4, 2023, Dorad received an update of its debt rating forecast to ilAA-/Negative. This update did not have an effect on the interest rate of Dorad’s credit facility.

With reference to Section 1.3 of the 2022 Annual Disclosure under the heading “Distribution of Dividends” - In August 2023, Dorad’s board of directors decided to distribute a dividend of NIS 70 million (approximately €17.1 million), which was thereafter distributed to its shareholders (Ellomay Luzon Energy’s share was approximately NIS 14 million).

With reference to Section 1.5.2 of the 2022 Annual Disclosure under the heading “tariffs and Payments” - Effective January 1, 2023 the changes to the clusters of demand hours pursuant to the resolution of the Israeli Electricity Authority from August 2022 entered into force. These changes mainly included an elimination of the “high” cluster and shifts in “peak” hours in some seasons from noon to evening hours and an expansion of the number of months in the summer season to 4 months (June – September instead of July and August). Dorad is examining the financial impact of the decision on its expected results.

On December 26, 2022, the Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 0.7% from January 1, 2023 through the end of 2023. On January 26, 2023, the Israeli Electricity Authority published a decision regarding “Annual Update of 2023 Electricity Rates for Customers of the IEC,” which provided for a decrease in the average production component of approximately 1.2% from February 1, 2023 through the end of 2023. On March 27, 2023, the Israeli Electricity Authority published a decision regarding “Ongoing Update to Electricity Rates for Customers of IEC,” which provided for a decrease in the average production component of approximately 1.4% from April 1, 2023, which will remain in effect through the end of 2023.

With reference to Sections 1.5.2 and 1.16 of the 2022 Annual Disclosure under the heading “Consumption Plans and Deviations” - On April 10, 2023, the court decided to reject the request submitted by the Israel Electric Corporation (“IEC”) to send a third-party notice to Dorad in connection with a class action submitted against the IEC claiming that the IEC was negligent in overseeing the private electricity manufacturers thereby damaging the electricity consumers. On June 11, 2023, the IEC submitted an appeal on the court’s decision. Dorad’s position, based on legal advice, is that it cannot at this point estimate the outcome of the appeal.

With reference to Section 1.5.2 of the 2022 Annual Report - In March 2022, the Israeli Electricity Authority published its resolution providing for a market model for private manufacturers and renewable energy on the transmission grid. The purpose of the resolution is to create a uniform set of rules and a possibility for better control of the System Manager over the loads on the network, especially in view of the massive entry of renewable energies into the market. This resolution preserves the ability of manufacturers operating under a different regulation, including Dorad, to continue operating in a format of physical loading (production according to the predicted customer consumption and selling excess electricity to the System Manager), and also allows those manufacturers to decide, every month, at their discretion, to switch to a central loading format that will entitle them to energy payments in accordance with the mechanisms established in the resolution and in parallel to purchase the electricity required by their customers from the System Manager at market price (SMP). This arrangement will become effective commencing January 1, 2024. Dorad is examining the impact of the resolution on its operations and may, at any time, elect to switch to the proposed central loading mechanism in the event it resolves that the change will have a positive impact on its financial results.

With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Power Plant Malfunctions” - Following Dorad’s delivery of a demand to its maintenance contractor in connection with damaged components of the gas turbine that are not covered by Dorad’s insurance in the amount of approximately $4.6 million, on February 27, 2023, Dorad decided to activate the arbitration mechanism included in its operation and maintenance agreement. On May 1, 2023, a preliminary hearing was held with the agreed arbitrator and meeting dates were scheduled for early 2024.

With reference to Section 1.6 of the 2022 Annual Disclosure under the heading “Potential Expansion of the Dorad Power Plant (“Dorad 2”)” -

• On May 28, 2023, the Israeli Government approved the national infrastructures plan (TT”L 11/b) which governs, among other issues, the expansion of the power plant owned by Doard by approximately 650 MW in a combined cycle technology, resulting in aggregate capacity of approximately 1,500 MW. This plan also enables adding batteries with a capacity of approximately 80 MW.

• On July 12, 2023, Dorad received a copy of a petition submitted by O.P.C Hadera Expansion Ltd. (“OPC”) concerning the approval of the Israeli Government. On July 19, 2023, the Israeli Supreme Court rejected the petition submitted by OPC due to non-exhastion of proceedings. On July 24, 2023, Dorad received a copy of OPC’s letter to the Israeli Government, through the Secretary of the Government, requesting an urgent response to OPC’s letter dated July 3, 2023 and noting that to the extent the Government does not act accordintlly, OPC will have no other recourse and will file a new petition with the court. Furthermore, on July 17, 2023, Dorad received a copy of a petition submitted by Reindeer Energy Ltd. (“Reindeer”) concerning the same approval of the Israeli Government. On July 19, 2023, the Israeli court resolved that Reindeer is required to notify the court by July 24, 2023 why its petition should not be deleted as it is premature, without an order to pay legal expenses and while reserving its claims until a final resolution is adopted in th matter. On July 25, 2023, Dorad received a copy of Reindeer’s response, claiming that the petition is not premature and that without the court’s interference at this stage, the possibility to compete over building a power plant in Central Israel will be eliminated until 2035, therefore, Reindeer claims that the court’s suggestion does not maintain its rights but eliminates them and harms the public interest, which requires a discussion of the petition. On July 27, 2023, the court rejected Reindeer’s petition resolving that it is premature and that under the circunstances there is no justification to discuss it at this time because it is unclear what the recommendation of the National Infrastructure Committee will be after another discussion and what will be the final resolution of the Israeli Government and the basis of the resolution.

The Company expects that the expansion of the power plant will increase the revenues and income of Dorad. The expansion has not yet been approved by Dorad and its approval and construction are subject to various conditions, including, among others, receipt of corporate and other approvals and permits, obtaining financing, receipt of licenses from the Israeli Electricity Authority, regulatory changes and market terms and condition, all of which are not within the control of the Company. The abovementioned estimation in connection with Dorad 2, constitutes forward-looking information, as defined in the Securities Law, 1968, and is based on the information, experience and estimates of Dorad and the Company as of this date. Such information and assessments may also not materialize, in whole or in part or may materialize in a different manner than anticipated, including due to factors that are unknown to Dorad and the Company as of the date of this report and are not under their control, which include, inter alia, the factors set forth in this section and other risk factors listed in Section 1.17 of the 2022 Annual Disclosure.

With reference to Section 1.9 of the 2022 Annual Disclosure under the heading “Municipal Tax Assessment” - During the first quarter of 2023, the objection submitted by Dorad in connection with the municipal tax assessment it received was rejected by the Director of Property Taxes and an appeal was filed with the Appeals Committee for Property Tax Affairs.

With reference to Section 1.16 of the 2022 Annual Disclosure - on June 28, 2023, an arbitration award was issued in connection with the arbitration proceeding described in Section 1.16 as follows:

• Petition to Approve a Derivative Claim filed by Ellomay Luzon Energy and Hemi Raphael - The arbitration award accepts the majority of the claims made by the Plaintiffs and the arbitrator ruled that the defendants, severally and jointly, are required to: (i) pay Dorad an amount of $100 million, bearing interest pursuant to applicable law from January 1, 2013 until the payment date, (ii) bear the expenses of the plaintiffs, including Ellomay Luzon Energy, in an aggregate amount of NIS 20 million, plus VAT, and (iii) bear 80% of the expenses of Dorad in the proceeding (while the Plaintiffs will bear the remaining 20%).

• Third-Party Notices and Counterclaims submitted by Zorlu and Edelcom - The arbitration award provides that due to the ruling accepting the derivative petition as detailed above, the third-party notices and counterclaim are rejected.

• Petition to Approve a Derivative Claim filed by Edelcom - The arbitration award provides, inter alia, that the entrepreneurship agreement was not breached and therefore there is no basis for approving a derivative claim.

On July 4, 2023 and on July 5, 2023, the parties to the arbitration (other than Dorad) approached the retired judge named in the arbitration agreement as the agreed appeal arbitrator asking him to agree to rule on the appeal concerning the arbitration award. On July 6, 2023, the judge notified the parties that he agrees to rule on the appeal. The deadline for submitting appeals has not yet passed. To the Company’s knowledge, the parties to the arbitration intend to submit an appeal (and a counterappeal) on the arbitration award and agreed on a procedural arrangement for such purpose.

EX-99.3

Exhibit 99.3

                                   ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Financial Position

	As at June 30				As at December 31
	2023		2022		2022
	Unaudited				Audited
	NIS in thousands
Assets
Current assets:
Cash and cash equivalents		54		105		154
Trade and other receivables		290		382		116
		344		487		270
Non-current assets:
Investment in equity accounted investee		252,759		223,919		239,147
		253,103		224,406		239,417
Liabilities and Equity
Current liabilities:
Trade, related parties and other payables		205		283		219
Loans from shareholders		21,808		62,226		20,000
		22,013		62,509		20,219
Equity:
Share capital		*		*		*
Share premium		105,116		105,116		105,116
Capital notes		46,933		-		46,933
Accumulated profit		79,041		56,781		67,149
		231,090		161,897		219,198
		253,103		224,406		239,417

* Represents an amount less than NIS 1 thousand

                                   ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Comprehensive Income

	Six Months ended June 30						Three Months ended June 30						Year ended December 31 2022
	2023			2022			2023			2022
	Unaudited						Unaudited						Audited
	NIS in thousands
General and administrative expenses		(126	)		(565	)		(24	)		(328	)		(1,395	)
Operating loss		(126	)		(565	)		(24	)		(328	)		(1,395	)
Financing expenses		(1,594	)		(4,407	)		(828	)		(2,475	)		(8,437	)
Share of profits of equity accounted investee		13,612			(1,963	)		3,702			(4,705	)		13,265
Net profit for the period		11,892			(6,935	)		2,850			(7,508	)		3,433
Total comprehensive income for the period		11,892			(6,935	)		2,850			(7,508	)		3,433

ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Changes in Equity

	Share Capital		Capital notes		Share Premium		Accumulated profit			Total Equity
	NIS in thousands
Balance as at January 1, 2023 (audited)		*		46,933		105,116		67,149			219,198
Transaction during the six-month period ended June 30, 2023 (unaudited) – Total comprehensive profit for the period		-		-		-		11,892			11,892
Balance as at June 30, 2023 (unaudited)		*		46,933		105,116		79,041			231,090
Balance as at January 1, 2022 (audited)		*		-		105,116		63,716			168,832
Transaction during the six-month period ended June 30, 2022 (unaudited) – Total comprehensive loss for the period		-		-		-		(6,935	)		(6,935	)
Balance as at June 30, 2022 (unaudited)		*		-		105,116		56,781			161,897
Balance as at April 1, 2023 (unaudited)		*		46,933		105,116		76,191			228,240
Transaction during the three-month period ended June 30, 2023 (unaudited) – Total comprehensive profit for the period		-		-		-		2,850			2,850
Balance as at June 30, 2023 (unaudited)		*		46,933		105,116		79,041			231,090
Balance as at April 1, 2022 (unaudited)		*		-		105,116		64,289			169,405
Transaction during the three-month period ended June 30, 2022 (unaudited) – Total comprehensive loss for the period		-		-		-		(7,508	)		(7,508	)
Balance as at June 30, 2022 (unaudited)		*		-		105,116		56,781			161,897
Balance as at December 31, 2021 (audited)		*		-		105,116		63,716			168,832
Transaction during the year ended December 31, 2022 (audited) – Capital notes		-		46,933		-		-			46,933
Total comprehensive profit for the year		-		-		-		3,433			3,433
Balance as at December 31, 2022 (audited)		*		46,933		105,116		67,149			219,198

*Represents an amount less than NIS 1 thousand

                                   ELLOMAY LUZON ENERGY INFRASTRUCTURES LTD.

Condensed Statements of Cash Flows

	Six months ended June 30						Three months ended June 30						Year ended December 31 2022
	2023			2022			2023			2022
	Unaudited						Unaudited						Audited
	NIS in thousands
Cash flows from operating activities -
Net profit (loss) for the period		11,892			(6,935	)		2,850			(7,508	)		3,433
Adjustments needed to present cash flows from the Company’s operating activities:
Adjustments to the Company’s profit and loss items:
Financing expenses		1,594			4,407			828			2,475			8,437
Company’s share of profits (losses) of equity accounted investee		(13,612	)		1,963			(3,702	)		4,705			(13,265	)
		(12,018	)		6,370			(2,874	)		7,180			(4,828	)
Changes in the assets and liabilities of the company:
Decrease (increase) in Trade and other receivables		(433	)		(601	)		24			(123	)		(558	)
Increase (decrease) in trade and other payables		(14	)		213			(1	)		59			249
		(447	)		(388	)		23			(64	)		(309	)
Cash paid during the period for:
Interest paid		-			(528	)		-			(528	)		(528	)
Net cash provided by (used for) operating activities		(573	)		(1,481	)		(1	)		(920	)		(2,232	)
Cash flows from financing activities -
Receipt of loans from shareholders		473			1,087			33			961			1,887
Net cash provided by financing activities		473			1,087			33			961			1,887
Increase (decrease) in cash and cash equivalents		(100	)		(394	)		32			41			(345	)
Cash and cash equivalents at the beginning of the period		154			499			22			64			499
Cash and cash equivalents at the end of the period		54			105			54			105			154