As filed with the Securities and Exchange Commission on January 17, 2024 Registration No. 333-275115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRENMILLER ENERGY LTD. (Exact name of registrant as specified in its charter) | State of Israel | 4961 | Not Applicable | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organiza ...

As filed with the Securities and Exchange Commission on December 11, 2023 Registration No. 333-275115 (Exact name of registrant as specified in its charter) | State of Israel | 4961 | Not Applicable | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification Number) | Avraham Brenmiller Chief Executive Officer 13 Amal St. 4th Floor, Park Afek Rosh Haayin, 4809249 Israel Tel: +972-7 ...

As filed with the Securities and Exchange Commission on October 20, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRENMILLER ENERGY LTD. (Exact name of registrant as specified in its charter) | State of Israel | 4961 | Not Applicable | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Co ...

[Introduction](index=6&type=section&id=Introduction) Brenmiller Energy Ltd. develops bGen™ Thermal Energy Storage (TES) systems using crushed rocks to store high-temperature heat, facilitating renewable energy integration - The company develops, produces, and sells Thermal Energy Storage (TES) systems using its patented bGen™ technology to increase energy efficiency and reduce carbon emissions[216](index=216&type=chunk) - The bGen™ technology stores heat in crushed rocks at temperatures up to **1400°F**, comprising a thermal storage unit, heat exchangers, and a steam generator, chargeable from diverse sources[218](index=218&type=chunk) - Brenmiller Energy was incorporated in Israel in **2012**, listed on the TASE in August **2017**, and began trading on Nasdaq on May **25, 2022**[219](index=219&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=6&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This report contains forward-looking statements regarding company objectives, plans, and projections, subject to risks that may cause actual results to differ materially - The report includes forward-looking statements regarding plans, strategies, financial projections, and product development[221](index=221&type=chunk)[222](index=222&type=chunk) - Key factors that could cause actual results to differ include planned revenues, capital expenditures, product marketing ability, partner relationships, and intellectual property protection[88](index=88&type=chunk)[224](index=224&type=chunk)[268](index=268&type=chunk) [Summary Risk Factors](index=8&type=section&id=Summary%20Risk%20Factors) The company faces significant business, financial, intellectual property, share ownership, and Israeli operational risks, including a going concern uncertainty and high dependence on proprietary technology - Business and Industry Risks: High dependence on proprietary technology, key employees, third-party suppliers, and the nascent TES field[1](index=1&type=chunk)[73](index=73&type=chunk) - Financial Condition and Capital Requirements: A "going concern" uncertainty exists due to historical operating losses and the need for substantial additional funding[2](index=2&type=chunk)[74](index=74&type=chunk) - Intellectual Property Risks: Potential inability to obtain and maintain effective patent rights and protect crucial trade secrets for competition[3](index=3&type=chunk)[5](index=5&type=chunk) - Risks Related to Ordinary Shares: Market price may be highly volatile, with principal shareholders (approx. **36.9%**) exerting substantial control[6](index=6&type=chunk) - Risks Related to Israeli Operations: Potential political, economic, and military instability in Israel, where headquarters are located, and restrictions on government grants[7](index=7&type=chunk) [PART I](index=11&type=section&id=PART%20I) [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=11&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This section is not applicable as per the report - The report states that this item is not applicable[10](index=10&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=11&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This section is not applicable as per the report - The report states that this item is not applicable[11](index=11&type=chunk) [ITEM 3. KEY INFORMATION](index=11&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details significant business, financial, intellectual property, stock ownership, and Israeli geopolitical risks that could materially affect the company's condition - The company's business faces significant risks that could adversely affect its financial condition and the price of its Ordinary Shares[17](index=17&type=chunk) [Risks Related to Our Business and Industry](index=11&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Success depends on proprietary technology, key personnel, and navigating the nascent TES market, facing risks from third-party reliance, regulatory changes, and cybersecurity threats - The company is highly dependent on the successful development, marketing, and sale of its proprietary TES systems and faces competition from potentially better-capitalized competitors[18](index=18&type=chunk)[19](index=19&type=chunk) - Success is heavily reliant on key employees, particularly CEO Avraham Brenmiller, and the loss of their services could harm the business plan[22](index=22&type=chunk) - The business has pivoted to the bGen™ TES system, making it difficult to evaluate future prospects and increasing the risk of failure if pilot projects are not successful[27](index=27&type=chunk)[32](index=32&type=chunk) - Dependence on third-party manufacturers and suppliers creates vulnerability to supply shortages, increased costs, and quality control issues[39](index=39&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk) - The company relies on certain raw materials like metal parts and stainless-steel pipes, exposed to price and availability fluctuations from external factors[47](index=47&type=chunk)[49](index=49&type=chunk) - Operations require obtaining and maintaining various regulatory permits, certifications, and authorizations, and regulatory changes could increase costs or cause delays[53](index=53&type=chunk)[54](index=54&type=chunk)[56](index=56&type=chunk) - The company's IT systems are vulnerable to cybersecurity incidents, potentially leading to data loss, operational disruptions, and liabilities[65](index=65&type=chunk)[66](index=66&type=chunk)[78](index=78&type=chunk) [Risks Related to Our Financial Condition and Capital Requirements](index=17&type=section&id=Risks%20Related%20to%20Our%20Financial%20Condition%20and%20Capital%20Requirements) Financial stability is pressured by a "going concern" warning, historical losses, and the need for substantial additional funding, compounded by royalty obligations and restrictive loan covenants - Management and auditors concluded a material uncertainty exists regarding the company's ability to continue as a going concern due to historical net losses and negative operating cash flows[79](index=79&type=chunk)[80](index=80&type=chunk) - The company requires substantial additional capital for research, development, and commercialization, and failure to obtain it could curtail business plans[82](index=82&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) - The company has not generated significant revenue, expects future operating losses, and may never achieve profitability[86](index=86&type=chunk)[87](index=87&type=chunk)[91](index=91&type=chunk) - The company is obligated to pay royalties on revenues to various government bodies (IIA, BIRD Foundation, NYPA) and the EIB, impacting profitability[100](index=100&type=chunk)[101](index=101&type=chunk)[104](index=104&type=chunk) - The facility agreement with the EIB contains restrictive covenants limiting the company's ability to sell assets, pay dividends, merge, or incur additional debt[96](index=96&type=chunk)[97](index=97&type=chunk)[99](index=99&type=chunk) [Risks Related to Our Intellectual Property](index=21&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) Competitive position depends on intellectual property protection, facing risks of failing to secure patent rights, infringing third-party patents, and costly global enforcement challenges - The company's ability to compete effectively depends on obtaining and maintaining patent rights and protecting trade secrets[106](index=106&type=chunk)[107](index=107&type=chunk) - The company could be adversely affected by third-party intellectual property rights, potentially requiring costly litigation or unfavorable licenses[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) - Lawsuits to protect or enforce the company's own intellectual property could be expensive, time-consuming, and ultimately unsuccessful[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - Protecting intellectual property rights worldwide is prohibitively expensive, and foreign laws may offer less protection than in the United States[126](index=126&type=chunk)[128](index=128&type=chunk) [Risks Related to Ownership of our Ordinary Shares](index=24&type=section&id=Risks%20Related%20to%20Ownership%20of%20our%20Ordinary%20Shares) Ordinary Share ownership risks include high price volatility, concentrated control by principal shareholders, less stringent disclosure as a foreign private issuer, potential PFIC classification, and dual listing price variations - The market price of the company's Ordinary Shares is likely to be highly volatile, which could result in substantial losses for investors[129](index=129&type=chunk)[165](index=165&type=chunk) - Principal shareholders, officers, and directors beneficially own approximately **36.8%** of Ordinary Shares, enabling significant control over shareholder matters[136](index=136&type=chunk)[137](index=137&type=chunk) - The company may be classified as a "passive foreign investment company" (PFIC), potentially resulting in negative U.S. federal income tax consequences for U.S. taxpayers[145](index=145&type=chunk)[146](index=146&type=chunk) - As a "foreign private issuer" and "emerging growth company," the company is subject to less stringent disclosure and corporate governance requirements than U.S. domestic companies[150](index=150&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - The dual trading of Ordinary Shares on both the TASE (in NIS) and Nasdaq (in USD) may result in price variations due to different currencies, time zones, and trading days[179](index=179&type=chunk) [Risks Related to our Incorporation and Our Operations in Israel](index=30&type=section&id=Risks%20Related%20to%20our%20Incorporation%20and%20Our%20Operations%20in%20Israel) Israeli operations face political, economic, and military instability risks, government grant restrictions on technology transfer, currency exchange rate fluctuations, and differences in legal frameworks affecting shareholder rights - The company's headquarters, production facilities, and key management are located in Israel, making operations susceptible to regional political, economic, and military instability[181](index=181&type=chunk)[182](index=182&type=chunk)[184](index=184&type=chunk) - Grants from the Israel Innovation Authority (IIA) and other government bodies require royalty payments and restrict intellectual property or manufacturing transfer outside Israel without approval[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - The company is exposed to currency exchange rate fluctuations, with most expenses in NIS and significant revenues expected in USD and other currencies[188](index=188&type=chunk)[189](index=189&type=chunk) - Enforcing a U.S. court judgment against the company or its management in Israel may be difficult, and shareholder rights are governed by Israeli law, differing materially from U.S. law[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) - Provisions of Israeli law and agreements, such as the EIB facility requiring the founder to maintain at least **25%** ownership, may delay or prevent a merger or acquisition[198](index=198&type=chunk)[225](index=225&type=chunk)

[Report Overview and Business Update](index=1&type=section&id=Report%20Overview%20and%20Business%20Update) This section provides an overview of Brenmiller Energy's operational achievements and strategic developments in 2022, alongside updates on key projects and R&D initiatives [2022 Highlights and Management Commentary](index=1&type=section&id=2022%20Highlights%20and%20Management%20Commentary) Brenmiller Energy achieved significant operational progress in 2022, securing $9.2 million in orders, advancing key projects, and strengthening its financial position, with management optimistic about the $60 billion market - Received **$9.2 million** in commercial orders in 2022, with significant future growth anticipated based on the current project pipeline[2](index=2&type=chunk)[4](index=4&type=chunk) - Management believes the company's current valuation is undervalued relative to its assets and a total addressable market estimated at **$60 billion**[5](index=5&type=chunk) - Key 2022 achievements include the commissioning of a utility-scale project with Enel, a major commercial sale to Philip Morris, and a successful Nasdaq listing in May 2022[3](index=3&type=chunk)[4](index=4&type=chunk)[7](index=7&type=chunk) - Management and existing investors have demonstrated strong confidence, with total investments reaching approximately **$40 million** to date, including a **$3.6 million** private placement in January 2023[3](index=3&type=chunk) [Project Updates](index=3&type=section&id=Project%20Updates) Brenmiller provided updates on key international projects, including the Enel and Philip Morris systems, new installations in the US and Brazil, and a green hydrogen MOU in Spain - Enel (Italy): A **24 MWh** TES system at a combined cycle power plant is in the commissioning phase and expected to be fully operational by the end of H1 2023[8](index=8&type=chunk) - Philip Morris (Romania): A **$9.2 million** agreement for a **31.5 MWh** bGen system is in progress, with basic engineering complete and a building permit expected by the end of Q2 2023[9](index=9&type=chunk) - SUNY Purchase (USA): A **0.5 MWh** co-generation station installation with NYPA is complete and in the commissioning phase, with final delivery expected by the end of Q2 2023[10](index=10&type=chunk) - Fortlev (Brazil): A **1 MWh** TES system using biomass has been designed, manufactured, and delivered[11](index=11&type=chunk) - Green Enesys & Viridi RE (Spain): Signed an MOU to perform engineering studies for incorporating bGen TES into proposed green hydrogen production facilities in Spain[12](index=12&type=chunk) [Production Facility and R&D](index=3&type=section&id=Production%20Facility%20and%20R%26D) Brenmiller is expanding its production capabilities with a new Dimona facility, targeting 4,000 MWh annual capacity by late 2023, funded by a €7.5 million EIB credit facility, while net R&D expenses increased to $4.62 million in 2022 and are expected to rise - A new production facility in Dimona, Israel, is under construction and expected to have an annual production capacity of up to **4,000 MWh** of bGen modules by the end of 2023[13](index=13&type=chunk) - The Dimona facility is financed through a non-dilutive **€7.5 million** credit facility from the European Investment Bank (EIB), with the first **€4.0 million** drawn in July 2022[13](index=13&type=chunk) R&D Expenses, Net | R&D Expenses, Net (in thousands USD) | 2022 | 2021 | | :--- | :--- | :--- | | Total R&D expenses | 4,893 | 4,966 | | Less – grants | (275) | (1,266) | | **Research, development and engineering expenses, net** | **4,618** | **3,700** | - The company expects research, development, and engineering expenses to materially increase as it continues to develop its storage units and bGen™ technology[16](index=16&type=chunk) [Financial Performance](index=5&type=section&id=Financial%20Performance) This section details Brenmiller Energy's financial results, including its balance sheet and income statement, for the year ended December 31, 2022 [Consolidated Statements of Financial Position (Balance Sheet)](index=5&type=section&id=Consolidated%20Statements%20of%20Financial%20Position%20%28Balance%20Sheet%29) As of December 31, 2022, Brenmiller's financial position showed decreased total assets and equity, alongside increased liabilities primarily due to a new EIB loan - As of December 31, 2022, the company had cash and cash equivalents of **$6.1 million**, down from **$8.3 million** at the end of 2021[20](index=20&type=chunk)[25](index=25&type=chunk) Key Balance Sheet Items | Key Balance Sheet Items (in thousands USD) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Current Assets | 8,585 | 9,137 | | **Total Assets** | **12,383** | **14,596** | | Total Current Liabilities | 2,652 | 4,156 | | **Total Liabilities** | **9,719** | **9,053** | | **Total Equity** | **2,664** | **5,543** | - The company took on a new long-term loan from the European Investment Bank (EIB), with a balance of **$3.97 million** as of year-end 2022[25](index=25&type=chunk) [Consolidated Statements of Comprehensive Loss (Income Statement)](index=9&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss%20%28Income%20Statement%29) For 2022, Brenmiller reported increased revenues to $1.52 million, primarily from licensing fees, but higher operating expenses resulted in a wider operating loss of $11.63 million and a net loss of $11.07 million Key Income Statement Items | Key Income Statement Items (in thousands USD, except per share data) | 2022 | 2021 | | :--- | :--- | :--- | | **Revenues** | **1,520** | **395** | | Cost of Revenues | (1,935) | (4,051) | | R&D Expenses, Net | (4,618) | (3,700) | | General & Administrative Expenses | (4,465) | (2,586) | | **Operating Loss** | **(11,628)** | **(11,066)** | | **Loss for the Year** | **(11,067)** | **(10,348)** | | Basic Loss Per Share | ($0.76) | ($0.87) | - Revenues in 2022 were primarily driven by **$1.5 million** in licensing fees, a new revenue stream compared to 2021[28](index=28&type=chunk) - The operating loss widened due to increased R&D expenses (up to **$4.6M** from **$3.7M**), Marketing expenses (up to **$1.2M** from **$0.7M**), and General & Administrative expenses (up to **$4.5M** from **$2.6M**)[28](index=28&type=chunk)

Exhibit 99.1 Brenmiller Energy Reports First Quarter 2022 Financial Results and Operational Update - Began trading on Nasdaq Capital Market; received $7.5M in second tranche of private placement - - Signed global framework agreement with Philip Morris - Rosh Haayin, Israel (June 1, 2022) – Brenmiller Energy Ltd. ("Brenmiller", "Brenmiller Energy" or the "Company") (TASE: BNRG, Nasdaq: BNRG), a clean-energy company that provides Thermal Energy Storage ("TES") systems to the global industrial and utility mark ...