Brenmiller Energy Ltd美股招股说明书(2025-11-25版)

PROSPECTUS BRENMILLER ENERGY LTD. Up to 6,643,356 Ordinary Shares This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to 6,643,356 ordinaryshares, no par value per share, or the Ordinary Shares, consisting of (i) 1,660,839 Ordinary Shares issuable upon the conversion of3,800 preferred shares, with a conversion price of $2.288 per share, or the Preferred Shares, (ii) up to an additional 1,660,839 OrdinaryShares issuable upon the conversion of 3,800 Preferred Shares, or the Additional Preferred Shares, reflecting 200% of the maximumnumber of shares issuable upon conversion of the Preferred Shares, due to the potential effect of anti-dilution adjustments contained inthe Preferred Shares (without taking into account any limitations on the conversion of such Preferred Shares set forth therein), (iii)1,660,839 Ordinary Shares issuable upon the exercise of ordinary warrants, with an exercise price of $2.40 per share, or the OrdinaryWarrants and (iv) up to an additional 1,660,839 Ordinary Shares issuable upon exercise of ordinary warrants, or the Additional This prospectus describes the general manner in which the Ordinary Shares may be offered and sold by the sellingshareholder. If necessary, the specific manner in which the Ordinary Shares may be offered and sold will be described in a prospectussupplement to this prospectus. No Ordinary Shares are being registered hereunder for sale by us. We will not receive any proceedsfrom the sale of the Ordinary Shares by the selling shareholder, however we will receive cash proceeds equal to the conversion price ofany Preferred Shares that are converted to Ordinary Shares and the exercise price of any Warrants that are exercised.See “Use of Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “BNRG.” The last reported sale price of ourOrdinary Shares on November 24, 2025 was $1.10 per share. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a“foreign private issuer”, as defined in Rule 405 under the U.S. Securities Act of 1933, as amended, or the Securities Act, and are ANINVESTMENT IN OUR SECURITIES INVOLVES RISKS.SEE THE SECTION ENTITLED“RISKFACTORS” BEGINNING ON PAGE 4 AND IN OUR ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR Neither the Securities and Exchange Commission, or the SEC, nor any state or other securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the The date of this prospectus is November 24, 2025 TABLE OF CONTENTS You should rely only on the information contained in this prospectus, including information incorporated by referenceherein, and prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referredyou. Neither we nor the selling shareholder have authorized anyone to provide you with different information. If anyoneprovides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offerto sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any For investors outside of the United States: Neither we nor any of the selling shareholder have done anything that wouldpermit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, otherthan in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and thedistribution of this prospectus. In this prospectus, unless otherwise indicated, all references to the “Company,” “we,” “our” and“Brenmiller” refer to Brenmiller Energy Ltd. and its subsidiaries, Brenmiller Energy US Inc., a company incorporated under the laws On June 18, 2025, we announced a 5-for-1 reverse share split of our issued and outstanding ordinary shares. All historicalquantities of the ordinary shares and per share data herein are presented on a post-split basis to give effect to our 5-for-1 reverse share OUR COMPANY Overview We are a technology company that develops, produces, markets and sells thermal energy storage, or TES, systemsbased on our proprietary and patented bGen™ technology. Our technology enables the electrification and decarbonization of the We believe that climate change is the greatest challenge of our times. A major contributor to climate change is carbonemissions being emitted to the atmosphere. To combat this, countries and organizations have set and are continuing to set targetsfor themselves and various industries to reduce their carbon emissions. In order to meet such carbon emission targets, we believethat we can contribute to expediting the transition from fossil fuels to a widescale adoption of renewable energy, such as carboncapture, efficient energy storage and r