Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 (Report No. 3)

Commission file number: 001-41402

BRENMILLER ENERGY LTD.

(Translation of registrant’s name into English)

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel
(Address of principal executive offices)

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 ☐

CONTENTS

On August 9, 2023, Brenmiller Energy Ltd. (the “Company”), issued a press release titled “Brenmiller’s Launches bGen™ ZERO for Renewable Power-to-Heat and Industrial Decarbonization, Expects to Unlock New Revenue Streams”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”).

On August 9, 2023, the Company also made available a corporate presentation on its website, a copy of which is furnished as Exhibit 99.2. The information contained in this presentation does not constitute a prospectus or other offering document, nor does it constitute or form part of any invitation or offer to sell, or any solicitation of any invitation or offer to purchase or subscribe for, any securities of the Company or any other entity, nor shall the information or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any action, contract, commitment whatsoever relating to the securities of the Company.

The press release included as Exhibit 99.1 to this Report, excluding the quote of the Company’s President and Chief Executive Officer, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-272377 and 333-273028) and Form S-8 (File No. 333-272266), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.
99.1		Press release issued by Brenmiller Energy Ltd. dated August 9, 2023, titled “Brenmiller’s Launches bGen™ ZERO for Renewable Power-to-Heat and Industrial Decarbonization, Expects to Unlock New Revenue Streams.”
99.2		Corporate Presentation, dated August 2023.

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.

	Brenmiller Energy Ltd.

Date: August 9, 2023	By:	/s/ Avraham Brenmiller
		Name: Avraham Brenmiller Title: Chief Executive Officer

Exhibit 99.1

Brenmiller’s Launches bGen™ ZERO for Renewable Power-to-Heat and Industrial Decarbonization, Expects to Unlock New Revenue Streams

Register for Brenmiller’s live webinar, followed by Q&A:

English webinar: Wednesday, August 9, 2023 at 11:00 AM EDT

Hebrew webinar: Thursday, August 10, 2023 at 10:30 AM IDT

High-performance bGen™ ZERO is key to Brenmiller’s strategic focus of scaling TES systems from renewable electricity to meet demand for low-cost, zero-emission clean heat to decarbonize industrial and power sectors

The proprietary design produces best-in-class cycle efficiency, boasting a 34% improvement in energy density and 40% increase in charging power compared to the first generation bGen™ product

The bGen ZERO will be produced at Brenmiller’s gigafactory in Dimona, Israel, producing up to 4GWh of bGen systems annually to serve the Company's pipeline

ROSH HA’AYIN, Israel, August 9, 2023 – Brenmiller Energy Ltd. ("Brenmiller", "Brenmiller Energy” or the “Company”) (Nasdaq: BNRG, TASE: BNRG), a clean energy company that provides Thermal Energy Storage (“TES”) systems to global industrial and utility markets, today unveiled the next generation of its market-leading, high-performance TES system, the bGen™ ZERO as part of the Company’s strategic focus to deliver cost-efficient, zero-carbon emissions heat. By electrifying heat, the bGen ZERO is designed to address growing market demand for decarbonization solutions in the industrial and power sectors.

The bGen ZERO offers a modular, flexible design with fast charge and discharge times, all without the use of hazardous materials. Additional highlights and improvements from prior bGen™ systems include:

Improved Efficiency: 33% reduction in heat loss, 99% charging efficiency, 97% cycle efficiency (power to heat), and 98% year-round availability.

Boosted Energy Density: 34% improvement in energy density and 40% improvement in discharge power.

Swift Response and Continuous Operation: Engineered for fast one second response rate and uninterrupted operation at maximum capacity, tailored for high demands of the power grid for reserve power and stability.

Compact and Modular: Fully modular, productized solution that ensures the highest quality standards, rapid on-site installation, and commissioning. Occupies minimal space due to its unlimited storage height.

Impressive Steam Power Generation: Delivers substantial steam power generation, offering a stable steam supply for various power, commercial and industrial applications.

Smart and Safe Operations: Features an intelligent module operation package with predictive maintenance and optimized performance based on market prices one day ahead, coupled with storage performance insights. Remote control operation via the Brenmiller control center. Robust cyber protection measures to ensure security and reliability.

The unveiling of this new product underscores a strategic evolution in the Company’s focus on power-to-heat for the industrial market. The bGen ZERO design, paired with performance improvements, presents a multi-use solution to tap into decarbonization which Brenmiller believes will unlock new revenue streams across applications including grid services. Brenmiller has also identified to avenues in which to offer their product in order to expand access to its TES solution:

Direct Equipment Sale: Brenmiller continues to offer its second-generation TES solution for direct purchase by and integration with industrial facilities and power plants. The Company generates recurring revenues by providing after sales services such as warranty, maintenance, and optimization.

Energy as a Service: Brenmiller generates recurring revenue streams by partnering with clean energy utilities for grid services. Brenmiller provides the bGen ZERO technology and integration while the partner provides clean electricity and financial support. Engaging in grid services unlocks a new, significant revenue stream for Brenmiller, while the end customer benefits from no capital expenditures, reduced operation risk, and emissions reductions. The bGen ZERO helps boost flexibility and stability for power grids by using excess renewable energy to generate heat.

“We named our next-generation system ZERO, because it charges from clean power sources such as solar and wind, produces clean heat, eliminates carbon in the production process, reduces costs, and importantly, bGen ZERO itself is built from environmentally friendly, nonhazardous materials,” said Avi Brenmiller, President and CEO of Brenmiller. “Our new high-performance design is the culmination of years of pilots and installations with customers across a variety of applications. Based on our market experience, we believe that the greatest impact our technology can deliver for the environment and for our customers is in the electrification of heat to provide 100% clean energy to industry, replacing the outdated polluting boilers of yesterday.”

Brenmiller has signed several memorandums of understanding and is currently in talks with major industrial and clean energy companies for more collaborative agreements. The Company’s commercial pipeline includes systems which could be deployed in multiple industries including food and beverage, hospitals, chemicals and green hydrogen.

The Company will host a live webinar today, August 9, at 11 AM EDT, followed by Q&A. Register here. The webinar will be held in Hebrew on Thursday, August 10, at 10:30 AM IDT. Register here. The webinars will also be made available on-demand on the Company’s website.

About Brenmiller Energy Ltd.

Brenmiller Energy delivers scalable thermal energy storage solutions and services that allow customers to cost-effectively decarbonize their operations. Its patented bGen thermal storage technology enables the use of renewable energy resources, as well as waste heat, to heat crushed rocks to very high temperatures. They can then store this heat for minutes, hours, or even days before using it for industrial and power generation processes. With bGen, organizations have a way to use electricity, biomass and waste heat to generate the clean steam, hot water and hot air they need to mold plastic, process food and beverages, produce paper, manufacture chemicals and pharmaceuticals or drive steam turbines without burning fossil fuels. For more information visit the company’s website at https://bren-energy.com/ and follow the company on Twitter and LinkedIn.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal and Israeli securities laws. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, the Company is using forward-looking statements when discussing the bGen ZERO’s potential to meet demand for low-cost, zero-emission clean heat to decarbonize industrial and power sectors and to unlock new revenue streams across applications including grid services; the Company’s commercial pipeline; future collaborative agreements with major industrial and clean energy companies; and the Company’s presentation regarding the launch of its next-generation bGen ZERO TES system. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this press release. Factors that may affect the Company’s results include, but are not limited to, the Company’s planned level of revenues and capital expenditures, the demand for and market acceptance of our products, impact of competitive products and prices, product development, commercialization or technological difficulties, the success or failure of negotiations and trade, legal, social and economic risks and the risks associated with the adequacy of existing cash resources. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 22, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”), which is available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Contact:

Tori Bentkover

brenmillerenergy@antennagroup.com

Exhibit 99.2

BGEN ZERO NEXT GENERATION POWER T O HEAT AUGUsT 2023

DIsCLAIMER This presentation of Brenmiller Energy Ltd . (the “Company”, “Brenmiller” or “Brenmiller Energy”), the oral presentation of the information contained in this presentation and any question and answer session that may follow contain “forward - looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal and Israeli securities laws . Statements that are not statements of historical fact may be deemed to be forward - looking statements . For example, the Company is using forward - looking statements in this presentation when it discusses : the installation of Thermal Energy Storage ("TES") system and expectation that the power plant in Italy will potentially generate additional revenue streams by improved response times to the grid and from improved energy sales and support a wider commercial collaboration with ENEL in additional projects, the Company’s target returns, production capacity to reach 4 , 000 MWh in 2023 which could support potential sales of up to 200 million dollars per year, the Company’s total addressable market (“TAM”), the company’s plans for automated production factory that would help the Company to meet future demand and expected to increase profitability margins, and the Company’s expectation to secure new projects in the prospective future . Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “target,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” are intended to identify forward - looking statements . Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward - looking statements that may be made in this letter to shareholders . Factors that may affect the Company’s results include, but are not limited to, the Company’s planned level of revenues, capital expenditures and research, development and engineering expenses, the demand for and market acceptance of its products, impact of competitive products and prices, product development, commercialization or technological difficulties, the success or failure of negotiations and trade, legal, social and economic risks and the risks associated with the adequacy of existing cash resources . The forward - looking statements contained or implied in this presentation are subject to other risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 20 - F for the year ended December 31 , 2022 filed with the Securities and Exchange Commission's on March 21 , 2023 , which is available on the SEC’s website, www . sec . gov . The information in this presentation, the oral presentation of it and any question and answer session that may follow does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase securities of the Company, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever . No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein . The information herein has not been independently verified and will not be updated . The information, including but not limited to forward - looking statements, applies only as of the date of this document and is not intended to give any assurances as to future results . The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to the Information, including any financial data or forward - looking statements, and, except as required by law, will not publicly release any revisions it may make to the information that may result from any change in the Company’s expectations, any change in events, conditions or circumstances on which these forward - looking statements are based, or other events or circumstances arising after the date of this presentation . Market data used in the information contained herein not attributed to a specific source are estimates of the Company and have not been independently verified . 2

2012 FOUNDED 60 EMPLOYEES $100M IN CAPITAL INV E S TM E N T S SINCE INCEPTION TO DATE 4 IN S T ALL E D PROJECTS 4 STRATEGIC P A R T N E R SHI PS ABOUT B R E N M I LL ER E N E R G Y WE ARE A CLEAN - TECH COMPANY THAT DEVELOPs, MANUFACTUREs AND sELLs THERMAL ENERGY STORAGE (TES) sOLUTIONs TO DECARBONIZE HEAT IN INDUsTRIAL AND POWER PLANTs Nasdaq Listed: BNRG 3

DECARBONIZATION OF HEAT Is THE LOW HAN G ING FRUIT OF FIGHTING CLIMATE CHANGE 4

GLOBAL FINAL EN E RGY USE BY SECTOR S OURCE: R E N 21 2022 % OF GLOBAL F I NAL E N E RGY Us E BY s E CT OR, COO L I NG AND TRANs PORT E L E C T R I CITY R E L L OC AT E D ELECTRICITY 17 % HEAT & COOLING 51 % TRAN s PORT 32 % 5

HEAT Is THE LARGEsT ENERGY END - UsE. PROVIDING HEATING FOR HOMEs, I NDU s TRY AND OTHER APPLICA T IONs ACCOUN T s FOR AROUND HALF OF TOTAL ENERGY CONsUMPTION AND EMIssIONs 6

ACCORDING TO MCKINsEY, TES WITH ELECTRIC BOILERs OR HEAT PUMPs, Is THE MOsT COMPETITIVE WAY TO REPLACE NATURAL GAs AND DECARBONIZE INDUsTRIAL PROCEssEs Gas boiler Gas boiler with CCS Hydrogen boiler So Biomass boiler urce: McKinsey & Com Electric boiler with Li - ion battery pany Net Zero Heat repor Heat pump 5 with Li - ion battery t, Nov 2022 Electric boiler with TES Heat pump 5 with TES 40 - 65 45 - 65 65 - 100 45 - 70 70 - 100 Limited to l ow p r e ssu re steam 25 - 35 30 - 60 TES Limited to l ow p r e ssu re steam 15 - 25 Heating equipment 2 Other costs 3 Storage CO 2 emissions Fue l 7

REGULATO R Y SU P PORT SUBsTANTIAL INCENTIVEs AND AGGREssIVE sTEPs TO REDUCE GAs CONsUMPTION 8

BGEN ZERO POWE R - TO - HEAT THERMAL ENERGY STORAGE Z e r o e m is s io n s Modular 10MWh - 1,000MWh Unlimited Cycles 30+ years Low - Cost materials Simple O&M 9

High - efficiency embedded electric heaters Hot Water 100 Σ c - 500 Σ c Steam ELECTRIC H EATING & STORAGE IN ONE 97% Round trip efficiency 10

10 0 % Electricity for charging 40% Increase in charging power* 1 Second response rate for fast charging BGEN ZERO IMPROVED CHARGI N G PERFORMA N CE D E sIGNED FOR GRID sERV I CEs 11

3 3 % R edu c tion in Heat loss* 97 % Charging E f ficien cy 99 % Power - to - Heat Cycle efficiency 98 % Y e a r - r ound Availability BGEN ZERO IMPROVED EFFICI E N C Y 12

BGEN ZERO IMPROVED ECON O MICs 34% Imp r o v em e n t in energy density* 40% Improvement in discharge power* 90% P r e - f abri c at ed components 13

FROM ROCKS TO THERMAL ENERGY STORAGE • Rocks are crushed to small bits • Thin metal cells (“bCells”) are filled with the crushed rocks • bCells are stacked in to 12 meters modules • Electrical heaters are embedded • Modules are assembled on - site to a structure • Structure is insulated and connected to plant 14

PRODUCTION PL A NT: READY TO RAMP REV E NUEs • European Investment Bank credit facility funding capital expenditure for automated factory and increasing production capacity • Plant is designed to produce storage modules with an annual capacity of up to 4,000 MWh and will be able to support orders for 2023 - 2024 • Production capacity is to potentially support sales of up to $200 million per year • Factory is planned according to industry 4.0 standards, and would help the company to meet future demand and expected to increase profitability margins WORL D ’ s F IRsT GIGAF A CTORY FOR THERMAL ENERGY STORAGE 15

BUSINESS MODEL #1 – EQUIPMENT SALE SALE OF THERMAL ENERGY sTORAGE sOLUTIONs TO INDUsTRIAL FACILITIEs AND POWER PLANTs • Gross profit target - 30% • After sale services - up to 5% of equipment sale • Warranty • Maintenance • Optimization 16

BUSINESS M ODEL # 2 – ENERGY As A SERVICE JV WITH LEADING GLOBAL CLEAN ENERGY UTILITIEs TO PROVIDE CLEAN sT E AM A N D GRID s ERV I CEs • brenmiller to provide the technology and integration • partner will provide the clean electricity and finance • jv sells energy and grid balancing services Customer benefits: • no capital expenditures • reducing operational risk • green certificates and carbon emission savings 17

GRID SERVICES S U BsTA N TIAL R E VEN U E sTR EAM s FOR T ES • Grid flexibility and stabilization : Using excess renewable energy to generate heat • Demand - side management: Balancing electricity demand by shifting it to the heat sector • Utilization of curtailed energy: Preventing renewable energy waste 18

BUI L DING T HE PIP E LINE – FOCUs ON EUROPE AND US 19

LARGEST TES SYSTEM IN THE WO R LD CO N NECT E D TO A LARGE G A S POWER P L A NT • Storage capacity of up to 24MWh • Enables shifting energy from off - peak hours to peak hours – improving revenues from energy sales • The power plant will generate additional revenue streams by improved response times to the grid 20

NEW PROJECTs & AGREE M ENTs Leading Beverages Manufacturer: 32 MWh bGen TES to replace fossil fuel ● One of Israel’s largest beverage companies ● Partially owned by Heineken International B.V. ● Received approval for $610 K grant from Israel Ministry of Environmental Protection Global Energy Utility: 9 Clean Energy with 2 GWh Capacity ● Non - binding term sheet signed with one of the world’s largest producers of clean energy and Green Enesys Group ● To jointly identify, build, and accelerate electrification by using renewable energies and Brenmiller’s TES system to electrify heat and achieve full decarbonization 22

TO F I GHT CLI M ATE CHANGE – THERMAL ENERGY ST O RAGE Is A KEY TE C HNOLOGY The bGen Ρ ZERO ● Enables electrification of heat ● Enables the use of intermittent RE sources to provide stable reliable heat ● Utilizes and support the electricity grid 23