IPO - Brenmiller Energy Ltd.

Form Type: POS AM

Filing Date: 2025-06-13

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025054302

Filing Summary: This document is a Post-Effective Amendment No. 3 to the Form F-1 registration statement for Brenmiller Energy Ltd. The registration statement, originally effective on January 22, 2024, has since been amended twice before this filing. The current amendment includes updated financial statements and a prospectus for a public offering of ordinary shares. Brenmiller plans to offer up to 888,890 ordinary shares upon the exercise of existing warrants at an exercise price of $5.00 per share, with prospects indicating a planned sale of up to 888,890 shares issued from a previous public offering. The ordinary shares are listed under the Nasdaq ticker symbol 'BNRG'. The offering is part of Brenmiller's strategy to expand its thermal energy storage business, which aims to support the decarbonization of industrial sectors by utilizing its proprietary bGen™ technology. The company's production facility in Dimona operates under a fully automated production process, targeting an annual capacity of up to 4 GWh, with expansion potential based on market demand. The document emphasizes the high risks associated with investment in these offerings and outlines Brenmiller's status as an emerging growth company, eligible for reduced reporting requirements.

Form Type: 424B4

Filing Date: 2025-05-14

Corporate Action: Ipo

Type: New

Accession Number: 000121390025042979

Filing Summary: Brenmiller Energy Ltd. is offering 2,307,693 ordinary shares, along with Series B and Series C warrants to purchase additional shares, at a public offering price of $0.65 per share. Each warrant has an exercise price of $0.75, with terms specifying expiry durations. As of May 12, 2025, the last reported sale price of the company’s ordinary shares was $0.79. The offering, which is categorized as a 'best efforts' offering, will terminate on May 30, 2025, unless completed earlier. The company expects to receive approximately $1.5 million in proceeds from the offering, which will be allocated for general corporate purposes, including working capital and capital expenditures. The necessity for a minimum offering amount is mentioned, indicating potential uncertainties in proceeds. The contribution to a broader strategy includes working in renewable energy sectors by providing thermal energy storage solutions, thus aiming to aid in the electrification and decarbonization of industrial sectors. The Dimona production facility has reached full automation, with plans for future expansions, showcasing the company's growth potential and infrastructure capabilities.

Form Type: CORRESP

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025040385

Filing Summary: Brenmiller Energy Ltd. is seeking to have its Registration Statement on Form F-1 (Registration No. 333-286789) declared effective by the SEC on May 12, 2025. The company, represented by A.G.P./Alliance Global Partners, requests this action under Rule 461 of the Securities Act. Copies of the Preliminary Prospectus, dated May 5, 2025, will be distributed to ensure adequate distribution prior to the effective date. The Placement Agent is compliant with Rule 15c2-8 regarding delivery requirements.

Form Type: CORRESP

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025040386

Filing Summary: Brenmiller Energy Ltd. has submitted a request to the Securities and Exchange Commission for acceleration of the effective date of its Registration Statement on Form F-1. The company is seeking for the Registration Statement to be declared effective on May 12, 2025, at 5:00 p.m. Eastern Time. This request confirms that the Registrant is aware of its responsibilities under the Securities Act concerning the proposed public offering of its securities. Brenmiller Energy Ltd. has provided contact details for communication regarding the effectiveness of the Registration Statement, specifically mentioning Eric Victorson, Esq. of Sullivan & Worcester LLP.

Form Type: CORRESP

Filing Date: 2025-05-05

Corporate Action: Ipo

Type: New

Accession Number: 000121390025039734

Filing Summary: Brenmiller Energy Ltd. has submitted a request for acceleration of the effective date of its Registration Statement on Form F-1, intending for it to be declared effective on May 6, 2025, at 5:00 p.m. Eastern Time. This action indicates the company's ongoing efforts to proceed with a public offering of its securities. The request is made in accordance with Rule 461 under the Securities Act of 1933 and signifies the company's compliance with its responsibilities regarding the public offering.

Form Type: CORRESP

Filing Date: 2025-05-05

Corporate Action: Ipo

Type: New

Accession Number: 000121390025039756

Filing Summary: Brenmiller Energy Ltd. has filed a Registration Statement on Form F-1 with the SEC, seeking to have it declared effective on May 6, 2025. A.G.P./Alliance Global Partners is acting as the Sole Placement Agent for this registration. The company plans to distribute a Preliminary Prospectus to ensure adequate coverage among potential investors. The Placement Agent has confirmed compliance with all relevant regulations under the Securities Act and the Securities Exchange Act.

Form Type: CORRESP

Filing Date: 2025-05-02

Corporate Action: Ipo

Type: New

Accession Number: 000121390025039072

Filing Summary: Brenmiller Energy Ltd. has submitted a request for the acceleration of the effective date of its Registration Statement on Form F-1, filed under File No. 333-286789. The company aims for the effective date to be declared on May 5, 2025, at 9:15 a.m. Eastern Time. This request is made pursuant to Rule 461 under the Securities Act of 1933. The company acknowledges its responsibilities under the Securities Act regarding the public offering of securities as outlined in the Registration Statement. Notification of the effectiveness request should be directed to Eric Victorson, Esq. at Sullivan & Worcester LLP.

Form Type: CORRESP

Filing Date: 2025-05-02

Corporate Action: Ipo

Type: New

Accession Number: 000121390025039103

Filing Summary: Brenmiller Energy Ltd. has filed a request to the U.S. Securities and Exchange Commission to have their Registration Statement on Form F-1 (Registration No. 333-286789) declared effective on May 5, 2025. This request is made in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933. A.G.P./Alliance Global Partners is acting as the Sole Placement Agent for this offering. The company plans to distribute copies of a Preliminary Prospectus to prospective dealers and investors to ensure adequate distribution and is complying with the obligations outlined under Rule 15c2-8 of the Securities Exchange Act of 1934. The filing also includes a confirmation of compliance obligations by the Placement Agent.

Form Type: CORRESP

Filing Date: 2025-05-01

Corporate Action: Ipo

Type: New

Accession Number: 000121390025038061

Filing Summary: Brenmiller Energy Ltd. submitted a request for acceleration of the effective date of its Registration Statement on Form F-1 (File No. 333-286789) to be declared effective on May 1, 2025, at 5:00 p.m. Eastern Time. This acceleration request is in accordance with Rule 461 under the Securities Act of 1933. The registrant acknowledges its responsibilities under the Securities Act in relation to the proposed public offering of securities stated in the Registration Statement. The company has provided contact information for confirmation of effectiveness, indicating a proactive approach towards its upcoming public offering.

Form Type: CORRESP

Filing Date: 2025-05-01

Corporate Action: Ipo

Type: New

Accession Number: 000121390025038062

Filing Summary: Brenmiller Energy Ltd. has filed a request for the effectiveness of its Registration Statement on Form F-1 (Registration No. 333-286789) to take effect on May 1, 2025, at 5:00 p.m. Eastern Time or as soon as practicable thereafter. This step is a part of the process for an initial public offering (IPO) of the company's securities. A.G.P./Alliance Global Partners is serving as the Sole Placement Agent. In addition, the Preliminary Prospectus dated May 1, 2025, will be distributed to different types of investors to ensure adequate distribution. The Placement Agent acknowledges its compliance with the relevant delivery requirements under the Securities Exchange Act of 1934.

Form Type: F-1

Filing Date: 2025-04-28

Corporate Action: Ipo

Type: New

Accession Number: 000121390025035754

Filing Summary: Brenmiller Energy Ltd., a technology company specializing in thermal energy storage systems based on proprietary bGen technology, filed a registration statement with the SEC for an initial public offering (IPO) to offer up to 3,003,003 ordinary shares, along with Series B and C warrants to purchase an additional 3,003,003 shares each. The total offering includes 6,006,006 ordinary shares underlying the warrants and pre-funded warrants. The offering price is assumed at $1.332 per ordinary share, based on recent trading. The company aims to facilitate the transition from fossil fuels to renewable energy and has developed its technology over 13 years. The funds raised will support expansion, including a new production facility in Israel and projects like Termo Beverages Ltd. The offering is set to terminate by May 30, 2025, unless completed sooner. Brenmiller is positioned as an emerging growth company, subject to reduced reporting requirements.

Form Type: CORRESP

Filing Date: 2025-04-28

Corporate Action: Ipo

Type: New

Accession Number: 000121390025035884

Filing Summary: Brenmiller Energy Ltd. has submitted a request for the acceleration of the effective date of its Registration Statement on Form F-1, intending for it to be declared effective on April 30, 2025, at 9:00 a.m. Eastern Time. This request is made pursuant to Rule 461 under the Securities Act of 1933. The company acknowledges its responsibilities under the Securities Act regarding the proposed public offering of the securities detailed in the Registration Statement. The request was communicated to the SEC to ensure timely confirmation of the effective date by phone and in writing.

Form Type: CORRESP

Filing Date: 2025-04-28

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025035887

Filing Summary: Brenmiller Energy Ltd. has filed a request with the Securities and Exchange Commission (SEC) to have their Registration Statement on Form F-1 (Registration No. 333-286789) become effective at 9:00 a.m. ET on April 30, 2025. This request is in compliance with Rule 461 of the Securities Act. The Placement Agent, A.G.P./Alliance Global Partners, is preparing to distribute a Preliminary Prospectus dated April 28, 2025, to facilitate adequate distribution to various investors. A.G.P./Alliance Global Partners is also adhering to the regulatory obligations under Rule 15c2-8 of the Securities Exchange Act.

Form Type: DRS

Filing Date: 2025-04-09

Corporate Action: Ipo

Type: New

Accession Number: 000121390025030015

Filing Summary: Brenmiller Energy Ltd. has submitted a draft registration statement under the Securities Act of 1933, indicating plans for an Initial Public Offering (IPO) of its Ordinary Shares and accompanying Warrants. The offering will be made on a 'best efforts' basis and is aiming to raise funds for the company's proprietary thermal energy storage systems based on bGen technology. The offering includes Ordinary Shares and pre-funded Warrants that allow purchasers to exceed ownership thresholds without triggering reporting obligations. The prospectus highlights the company’s innovative energy solutions addressing climate change challenges by significantly reducing carbon emissions. Additionally, a new facility in Dimona, Israel, is operational, producing components for the thermal energy storage systems, with plans to scale production. The company’s approaches include engaging in an Energy as a Service (EaaS) model and pursuing strategic partnerships to develop and deploy their technology more effectively.

Form Type: DRSLTR

Filing Date: 2025-04-08

Corporate Action: Ipo

Type: New

Accession Number: 000121390025030017

Filing Summary: Brenmiller Energy Ltd., a foreign private issuer from Israel, is submitting a draft registration statement on Form F-1 for a proposed public offering in the United States. This offering will include the company's ordinary shares, warrants to purchase ordinary shares, and pre-funded warrants to purchase ordinary shares. The company intends to publicly file its registration statement and nonpublic draft submission at least two business days prior to the requested effective time and date to be available on the EDGAR system.

Form Type: CORRESP

Filing Date: 2024-12-18

Corporate Action: Ipo

Type: New

Accession Number: 000121390024110101

Filing Summary: Brenmiller Energy Ltd. is requesting the acceleration of the effective date of its Registration Statement on Form F-3, intending for it to be declared effective on December 20, 2024, at 4:30 p.m. Eastern Time. This request is made under Rule 461 of the Securities Act of 1933. The company acknowledges its responsibilities under the Securities Act concerning the proposed public offering of securities. The request includes a notification procedure to be informed of the effectiveness by telephone and written confirmation.