UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

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~~

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(Translation ~~HaNechoshet~~of ~~Street,~~registrant’s ~~Tel-Aviv,~~name ~~6971072, Israel~~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

~~On August 4, 2025,~~ Xylo Technologies Ltd. (“Xylo” or the “Company”), ~~among~~announces ~~other~~that ~~investors,~~the ~~entered~~Israeli ~~into~~tax aruling ~~definitive securities purchase agreement~~ (the “~~Securities~~Tax ~~Purchase Agreement~~Ruling”) ~~with~~required ~~ParaZero~~for ~~Technologies~~closing ~~Ltd.~~of ~~(“ParaZero”)~~its ~~for~~previously announced ~~the~~scheme ~~purchase~~ of ~~(i) 581~~arrangement,~~818~~ ofwhereby ~~ParaZero’s~~L.I.A. ~~ordinary~~Pure ~~shares,~~Capital ~~par~~Ltd. ~~value~~will ~~NIS~~acquire ~~0.02~~all ~~per~~issued ~~share~~and ~~(the~~outstanding ~~“Ordinary~~share ~~Shares”),~~capital ~~and~~of ~~(ii)~~the ~~pre-funded~~Company ~~warrants~~ (the “~~Pre-Funded Warrants~~Arrangement”), tohas ~~purchase~~been upobtained, toand ~~100,000~~closing ~~Ordinary~~procedures ~~Shares,~~for inthe aArrangement ~~registered~~have ~~direct~~been ~~offering~~initiated. atOn aAugust ~~purchase price~~22, of2025, ~~$1.10~~the ~~per~~Company’s ~~Ordinary~~American ~~Share~~Depositary ~~and~~Shares ~~$1.09999~~(“ADSs”) ~~per~~will ~~Pre~~be de-~~Funded~~listed ~~Warrant,~~from ~~for~~Nasdaq and the ~~aggregate~~Company ~~amount~~will terminate ofits ~~$750,000~~SEC registration.

~~The~~From ~~Pre-Funded~~August ~~Warrants~~22, ~~are~~2025, holders ~~exercisable~~of atADSs an(“Company ~~exercise~~ADSs”) ~~price~~each representing 40 ordinary shares of $0the Company, will be entitled to receive cash consideration of USD5.~~00001~~25 per ~~Ordinary Share~~ADS, subject to ~~adjustment~~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 ~~therein~~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 dodepending ~~not~~on ~~expire~~each ~~until~~holder’s ~~exercised~~status and the amount of consideration inpayable ~~full~~to each holder, to Computershare, Inc., ~~The~~or ~~Pre-Funded~~one ~~Warrants~~of ~~can~~its affiliates (“Computershare”). Information regarding the tax arrangement and the documentation required to be ~~exercised~~submitted onwill 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 ~~cashless~~minimum ~~basis~~of approximately six months to submit the required documentation. The deadline to submit the required documentation may be extended.

AAfter ~~holder~~expiration of the ~~Pre-Funded~~period ~~Warrants does not have the right~~ to ~~exercise~~submit ~~any portion of its Pre-Funded Warrants if~~ the ~~holder~~required ~~(together with such holder’s affiliates~~documentation, ~~and~~ ~~any~~all ~~persons~~remaining ~~acting~~ADSs aswill ~~a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of Ordinary Shares would~~ be ~~aggregated~~exchanged ~~with~~on ~~the~~a ~~holder’s~~mandatory orbasis ~~any~~for of the ~~holder’s~~cash ~~affiliates)~~consideration, ~~would~~net ~~beneficially own Ordinary Shares in excess~~ of ~~4.99%~~Israeli withholding ~~of the number of the Ordinary Shares outstanding immediately after giving effect to such exercise~~tax.

The ~~Securities~~Bank ~~Purchase~~of ~~Agreement also~~New ~~contains~~York ~~representations~~Mellon (“BNY”), as ~~warranties~~depositary, ~~indemnification~~will send a separate notice to holders of Xylo ADSs that the deposit agreement among Xylo, BNY and ~~other~~holders ~~provisions~~of ~~customary~~Xylo ~~for~~ADSs will ~~transactions~~terminate on the earlier of ~~this~~30 ~~nature~~days after the date of that notice or the date on which there are no outstanding Xylo ADSs.

~~Forward-Looking~~BNY ~~Statements~~will close its books for all issuances and cancellations after close of business August 21, 2025.

~~This Report~~Forward onLooking Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, Company cannot guarantee ParaZero’s future performance, or that its investment in ParaZero will generate positive results. Furthermore, actual results may differ materially from those projected or implied due to various risks and uncertainties. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.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.

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.
	XYLO TECHNOLOGIES LTD.
Date: August 8, 2025	By:	/s/ Tali Dinar
Date: August 11, 2025	By:	/s/ Tali Dinar
		Tali Dinar
		Chief Financial Officer

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