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 December 2024 (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 December 23, 2024, Brenmiller
Energy Ltd. (the “Company”) issued a press release titled “Brenmiller Energy Achieves Significant Project Milestone:
On-Track to Save Tempo Beverages $7.5 Million in Energy Costs Using Thermal Energy Storage”, a copy of which is included as Exhibit
99.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.
The first, second and fourth
paragraphs and the section titled “Forward-Looking Statements” of the press release attached as Exhibit 99.1 to this Report
of Foreign Private Issuer on Form 6-K are incorporated by reference into the Company’s Registration Statements on Form F-3 (File
Nos. 333-283874, 333-272377 and 333-273028) and Form S-8 (File Nos. 333-272266 and 333-278602), filed with the Securities and Exchange
Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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.
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Brenmiller Energy Ltd. |
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Date: December 23, 2024 |
By: |
/s/ Ofir Zimmerman |
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Name: |
Ofir Zimmerman |
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Title: |
Chief Financial Officer |
3
Exhibit 99.1
Brenmiller Energy Achieves Significant Project
Milestone: On-Track to Save Tempo Beverages $7.5 Million in Energy Costs Using Thermal Energy Storage
| ● | Brenmiller is replacing Tempo’s fossil fuel boilers with a 32 MWh
bGen™ thermal energy storage system to deliver sustainable process heat that is expected to mitigate 6,200 tons of carbon emissions
annually |
| ● | Tempo, partially owned by Heineken International B.V., is one of Israel’s
largest producers and distributors of beverages for brands including Heineken and Pepsi |
| ● | Completion of the Tempo project as planned is expected to accelerate and support the conversion of
Brenmiller’s current substantial $440 million dollar commercial pipeline into projects with revenues |
bGen™ system components for Tempo Beverages
at Brenmiller Energy's gigawatt manufacturing facility
Tel Aviv, Israel – December 23, 2024---Brenmiller
Energy Ltd. ("Brenmiller", "Brenmiller Energy” or the “Company”) (Nasdaq: BNRG), a leading global
technology provider of thermal energy storage (“TES”) solutions to industrial and utility customers, today announced that
it has achieved a major contractual milestone in its groundbreaking TES project for Tempo Beverages Ltd. (“Tempo”) and a critical
financial benchmark representing 40% of Tempo’s financial commitment to the project.
Manufacturing of the Company’s bGentm
components will be completed at Brenmiller’s gigafactory and are expected to be shipped on-site for assembly starting mid-January
2025. The Company remains on track to complete the TES system commissioning for Tempo in 2025.
“Our recent accomplishments underscore our
dedication to maintaining rigorous project schedules and our ability to deliver on our promises to stakeholders,” said Avi Brenmiller,
Chairman and Chief Executive of Brenmiller Energy. “We are excited to move forward with system assembly at Tempo’s beverage
processing facility and remain committed to achieving our ambitious timeline for commissioning in 2025.”
Brenmiller is set to replace Tempo’s fossil
fuel boilers with a 32 MWh bGen™ ZERO TES system. By enabling the switch from heat derived from fossil fuels to heat derived from
electricity, eliminating the use of approximately 2,000 tons of heavy fuel each year, Brenmiller’s bGen™ is estimated to mitigate
over 6,200 tons of carbon emissions annually and save Tempo an estimated $7.5 million over 15 years.
For more information about the project and Brenmiller
Energy’s latest updates, please visit www.bren-energy.com or contact Tori Bentkover at brenmillerenergy@antennagroup.com.
About bGen™
bGen™ ZERO is Brenmiller’s TES system,
converts electricity into heat to power sustainable industrial processes at a price that is competitive with natural gas. The bGen™
ZERO charges by capturing low-cost electricity from renewables or the grid and stores it in crushed rocks. It then discharges steam, hot
water, or hot air on demand according to customer requirements. The bGen™ ZERO also supports the development of utility-scale renewables
by providing critical flexibility and grid-balancing capabilities. bGen™ ZERO was named among TIME’s Best Inventions of 2023
in the Green Energy category.
About Brenmiller Energy Ltd.
Brenmiller Energy helps energy-intensive industries
and power producers end their reliance on fossil fuel boilers. Brenmiller’s patented bGen™ ZERO thermal battery is a modular
and scalable energy storage system that turns renewable electricity into zero-emission heat. It charges using low-cost renewable electricity
and discharges a continuous supply of heat on demand and according to its customers’ needs. The most experienced thermal battery
developer on the market, Brenmiller operates the world’s only gigafactory for thermal battery production and is trusted by leading
multinational energy companies. For more information visit the company’s website at https://bren-energy.com/ and follow
the company on X 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
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 press release when it discusses: that the Company’s bGen™ thermal energy
storage system will replace Tempo’s fossil fuel boilers and is expected to mitigate 6,200 tons of carbon emissions annually, eliminating
the use of approximately 2,000 tons of heavy fuel each year, and save Tempo an estimated $7.5 million over 15 years; that the Completion
of the Tempo project as planned is expected to accelerate and support the conversion of the Company’s current substantial $440 million
dollar commercial pipeline into projects with revenues; that the manufacturing of the Company’s bGen™ components will be completed
at the Company’s gigafactory and are expected to be shipped on-site for assembly starting mid-January 2025; that the Company remains
on track to complete the TES system commissioning for Tempo in 2025; and the Company’s ability to deliver on its promises to stakeholders.
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
crucial 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; risks associated with the adequacy of existing cash resources;
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; trade, legal, social and economic risks; and political, economic
and military instability in the Middle East, specifically in Israel. 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, 2023 filed with the SEC on
March 18, 2024, 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 Contacts:
Tori Bentkover
brenmillerenergy@antennagroup.com
Brenmiller Energy (NASDAQ:BNRG)
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