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 June 2024 (Report No. 4)
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 June 25, 2024, Brenmiller Energy Ltd. (the “Company”), issued a CEO Letter to Shareholders (the “CEO Letter”) and made available a presentation on its website. A copy of the CEO Letter and the presentation are attached hereto as Exhibit 99.1 and 99.2 respectively.
The CEO Letter attached as exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”) 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 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit No. | ||
99.1 | CEO Letter to Shareholders issued on June 25, 2024. | |
99.2 | Company Presentation, dated June 2024. |
1
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: June 25, 2024 | By: | /s/ Ofir Zimmerman | |
Name: | Ofir Zimmerman | ||
Title: | Chief Financial Officer |
2
Exhibit 99.1
Brenmiller Energy CEO Issues Letter to Shareholders
Rosh Ha’ayin, Israel, June 25, 2024 – Brenmiller Energy Ltd. (“Brenmiller”, “Brenmiller Energy” or the “Company”) (Nasdaq: BNRG), a leading global provider of thermal energy storage (“TES”), today issued a shareholder update from its Chairman and Chief Executive Officer, Avi Brenmiller.
Dear Shareholders,
I would like to begin by thanking you for your confidence in our Company over the years. I am very happy to report that Brenmiller Energy has reached a point where our vision, for a world where renewable energy is plentiful and heat has no carbon footprint, is becoming a reality.
As a result of our team’s focused commitment, industry-leading research and development activities, and collaborations across several countries, we have deployed and are developing a combined 73 MWh of our pioneering bGen™ TES systems worldwide. In our view, Brenmiller has made significant contributions to the advancement of the TES industry. After more than a decade in the space, we are amazed to see the market expand so rapidly, creating demand for our technology and growing our project pipeline in tune. Last month, we announced a robust potential 49 project pipeline in 13 countries, valued at approximately $500 million in potential sales. As global energy and regulatory markets evolve, we are beginning to reach critical inflection points that make adopting our TES technology not just the right choice for the planet but the smarter financial choice too.
I am especially thrilled to share that we have crystalized a new and innovative Heat as a Service (“HaaS”) business model that, we believe, will help mature our vision for TES technology and accelerate access to zero-emission heat for industrial power users. Through this approach, we will also have the ability to design, build, deploy, own, and operate our bGen™ thermal batteries at customer sites with the aim of taking advantage of local power market incentives to deliver customers the lowest possible cost for heat and generate multiple, high-margin recurring revenue streams for ourselves and our customers over the lifetime of a project. By maintaining ownership of our customer-sited technology, we are able to help mitigate considerable CapEx costs and risk for customers—which regularly deter operationally conservative industrial manufacturers from making the energy transition. We believe our HaaS solution is a win-win for our customers, facilitating access to reliable renewable energy at a fixed discounted rate for many years to come. We are already seeing increased demand for our TES technology through our HaaS offering and are now looking ahead and planning to meet our current and future customers’ growing needs for clean, reliable, and around-the-clock heat.
To meet the heightened demand for our bGen™ systems, we are joining forces with environmentally savvy companies in each of the jurisdictions in which we are active. To date, we have established several strategic relationships in Europe, the United States, India, and Canada. Our partners will be responsible for project development, finance, construction, and operation while our core team continues to focus its attention on servicing current demand for our TES products and fulfilling our purchase orders. Strategic collaborations with global players with strong financial backing and business capabilities provide a sturdy backbone for our operations, allowing our small, yet mighty 50-person team to offer services to some of the largest companies in the world.
As previously reported, we are paying special attention to our flagship project at Tempo Beverages Ltd.’s (“Tempo”) beverage production facility in Netanya, Israel. Backed by Heineken, Tempo is the sole producer and distributor of Heineken and Pepsi products in Israel. Our team recently moved to the construction phase of the project and has begun manufacturing key components for Tempo’s 32 MWh bGen™ from our gigafactory in Israel.
The Tempo bGen™ is one of our most significant projects at this time. Our project with Tempo is proof that the tides are changing. We are seeing more and more interest from some of the world’s largest corporations because our solutions are competitive with natural gas and less volatile than oil. We are proud to be leading innovation in the nascent TES industry, which at this point has merely a handful of commercial implementations—several of which are ours—to demonstrate the tremendous potential of this technology to mitigate hundreds of millions of carbon dioxide equivalent emissions per year.
Our gigafactory manufacturing capabilities, increased interest in our HaaS offering and global relationships will help us grow our footprint of installed TES systems worldwide. Toward this end, over the last two months, we have raised approximately $4.5M in gross proceeds of equity capital under our “at-the-market” offering facility, which together with our $4M gross proceeds from our capital raise earlier this year, we believe will support our corporate and project financing needs.
I will leave you with our recently updated investor deck, which can be found on our website at https://bren-energy.com/wp-content/uploads/2024/06/BNRG-Company-Public-Deck-25062024-4854-2207-4058.6-1.pdf.
Now more than ever, I am confident in our ability to deliver for our shareholders, our customers and the planet.
Sincerely,
Avi Brenmiller, CEO
Brenmiller Energy Ltd.
About bGen™
bGen™, Brenmiller’s TES system, converts electricity into heat to power sustainable industrial processes at a price that is competitive with natural gas. The bGen™ 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™ also supports the development of utility-scale renewables by providing critical flexibility and grid-balancing capabilities. bGen™ 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™ 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 (formerly 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 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: the future demand for the Company’s technology and its potential 49 project pipeline in 13 countries, valued at approximately $500 million in potential sales, the Company’s new HaaS business model that will help mature its vision for TES technology and accelerate access to zero-emission heat for industrial power users and its implications on the Company’s ability to design, build, deploy, own, and operate its bGen™ thermal batteries at customer sites, and taking advantage of local power market incentives to deliver customers the lowest possible cost for heat and generate multiple, high-margin recurring revenue streams for the Company and its customers over the lifetime of a project, mitigate considerable CapEx costs and risk for customers, access to reliable renewable energy at a fixed discounted rate, and the Company’s ability to meet our current and future customers’ growing needs. 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; 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 Contact:
Tori Bentkover
brenmillerenergy@antennagroup.com
Exhibit 99.2
JUNE 2024 COMPANY OVERVIEW Nasdaq: BNRG
2 Nasdaq: BNRG Disclaimer This presentation of Brenmiller Energy Ltd . (the “ Company ” , “ Brenmiller ” or “ Brenmiller Energy ” ), any 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 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 Company ’ s belief that thermal energy storage will play a major role in the energy transition ; the Company ’ s potential production capacity of $ 200 M annually ; the Company's commercial opportunities of ~ 6 GWh which is diversified across geographies and services ; and the Company ’ s commercial opportunities for 49 Projects representing ~ $ 500 Million in potential value in 12 industries across 13 countries . 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 presentation . 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, the risks associated with the adequacy of existing cash resources, and political, economic and military instability in the Middle East, specifically in Israel . 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 , 2023 filed with the Securities and Exchange Commission's on March 18 , 2024 , which is available on the SEC ’ s website, www . sec . gov . The information in this presentation, any 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 herein or 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 . .
3 Nasdaq: BNRG Nasdaq listed: BNRG ABOUT Brenmiller Energy Ltd. Employees As of June 2024 51 Founded Capital Investments 1 since inception 2012 $ 115 M We are a clean - tech company that develops, manufactures and sells our Thermal Energy Storage ( “ TES ” ) solutions to decarbonize heat for industry and power plants 1 Mainly from the issuance of ordinary shares, warrants, convertible securities, loans and governmental grants.
4 Nasdaq: BNRG From Rocks to Thermal Energy Storage Thin metal cells ( “ bCells ” ) are filled with the crushed rocks Rocks are crushed to small bits bCells are stacked into 12 meter modules Electrical heaters are embedded Modules are assembled on - site to a structure Structure is insulated and connected to plant
5 Nasdaq: BNRG Embedded electrical heaters Introducing bGen TM Zero 100 - 500 Steam Hot air Source : Company materials Decarbonizing heat through tested thermal energy storage
6 Nasdaq: BNRG Brenmiller overview Source : Company materials & website 1 . SystemIQ – Global ETES Opportunity, 2 . Levelized cost of heat range based on different service models. 75 MWh 2024 Belgian market illustrative case study with 5 MW steam demand, € 10 m CAPEX, € 64 /MWh steam price, € 30 /MWh electricity and grid cost, € 225 k annual other operating costs, 15 year lifetime, 8 % discount rate. 3 . Round trip efficiency = total energy output / total energy input ~ 97 % Round trip efficiency 3 4 G Wh Manufacturing capacity (at full scale) 6 Global projects 550 ˚C Steam capability ~ $ 500 m Commercial opportunities 73 MWh Cumulative projects to date 3,100 TWh Serviceable available market 2030 1 $ 115 m+ Capital invested to date
7 Nasdaq: BNRG 1 MWh IDF pilot Product development Full scale demonstration 0.5 MWh 4 MWh Commercial pilot 24 MWh Power plant pilot 32 MWh Heat as a service agreement Manufacturing plant 73 MWh to date Milestones Founded 2012 2014 2016 2022 2023 PILOTS TECHNOLOGY R& D COMMERCIAL Development Validated & ready to scale Commercialization 73 MWh 2025 + 2024 2013 2015 2018 2017 2019 2021 Expansion to 4 GWh Europe JV MOU India MoU 2020 US MoU 12 MWh Heat as a service agreement US Distribution Agreement
8 Nasdaq: BNRG Key points Industry is the largest emitter of GHG ▪ 11 GT CO 2 annually from industrial heat 1 ▪ 25 % of total global GHG emissions from heat 2 Thermal Energy Storage ( “ TES ” ) = flexibility for grid ▪ TES charges when convenient for wind & solar ▪ Minimize curtailment & provide reliable heat “ Everything is going electric ” 3 ▪ Renewable electricity now cheaper than fossil fuels ▪ Power to heat efficiency ~ 97 % Brenmiller is a leader in deployed TES ▪ 73 MWh in operation & construction ▪ Unique steam - to - steam ability for power plants Source: Company materials. Industry as defined by the International Energy Agency (IEA). 1 Rhodium Group & IEA. 2 International Energy Agency, Renewable energy for industry, 2017 . 3 IEA, Electrification across the industry sector October 2021 .
9 Nasdaq: BNRG Renewable heat essential for net zero Sources: 1 Rhodium Group; 2 International Energy Agency, Renewable energy for industry, 2017 Other , 13 % Industry , 32 % Transport , 31 % Residential , 24 % 26 % 74 % Electricity Heat Global energy consumption 30 % Natural Gas 45 % Coal 15 % Oil 9 % Renewables , Annual average global emissions forecasts 1 Selected sectors gigatonnes of CO 2 equivalent Industrial heat accounts for of global energy consumption 2 ¼
10 Nasdaq: BNRG Aluminium Textiles Pulp, paper, print Food beverage, tobacco Chemicals Cement Iron and steel 0 1,000 2,000 10,000 3 % 3 % 94 % 2 % 10 % 14 % 73 % 11,000 4,500 21 % 10 % 3 % 66 % 5,000 41 % 39 % 11 % 8 % 2,000 11 % 83 % 4 % 2 % 2,000 500 400 69 % 10 % 30 % 65 % 25 % 11 % 62 GWh 3 SOM 3,100 TWh 2 SAM 25,400 TWh 1 TAM Brenmiller Targeting 62 GWh 3 Obtainable Market by 2030 High > 400 0 C Medium 200 0 C - 400 0 C Low 100 0 C - 200 0 C Very Low 0 0 C - 100 0 C Source: SystemIQ – Global ETES Opportunity, Market sizing boxes are illustrative, not to scale; 1 Based on total TWh heat demand in 2030 ; 2 Based on first wave retrofit applications between 200 - 400 C according to SystemIQ; 3 Assumes 6,000 operating hours, 4:1 discharge capacity ratio, and 3 % market share.
11 Nasdaq: BNRG ▪ Fossil fuels provide 90 % of industrial heat today 2 ▪ Power to heat TES is proven & able to scale to industrial level 3 ▪ RE costs are more predictable and provide energy security 4 ▪ Industrial users looking for more cost - effective solutions 3 ▪ Less expensive, on demand & grid friendly 1 ▪ EU considering transitioning to 100 % green electricity from grid 5 Burning fossil fuels for electricity & heat is becoming more & more economically and environmentally unfeasible Industrial heat from renewables is viable Cost of power for heat 1 Sources: 1 Lazard Levelized Cost of Energy Analysis, Version 16.0 ; 2 International Energy Agency, Renewable energy for industry, 2017 ; 3 . Based on global announced projects and membership of Renewable Thermal Collaborative & LDES Council, 4 WattCrop, 5 . Innovation Fund program. Solar PV Gas peaker Wind Coal Mean LCOE ($/MWh) Transition from fossil fuels to renewables
12 Nasdaq: BNRG Charging at Cumulative Negative Prices is Becoming More Feasible Source : Company materials Cumulative Negative Electricity Prices Will Increase Tenfold in the Years to Come Cumulative hours of negative wholesale power prices, forecasts for UK 750 500 250 0 1,000 hours 2027 2026 2025 2024 2023 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Bloomberg Source: Modo Energy
13 Nasdaq: BNRG 1 Source: McKinsey & Company Global Energy Perspective 2022 . 2 Company estimate based on off - peak electricity charging. Levelized cost of heat for selected technologies, $/MWh 1 Renewables + TES is competitive now C 0 2 emissions Other costs Heating equipment Storage Power Capex Opex Electric boiler with TES Electric boiler with Li - ion Hydrogen boiler Gas boiler with CCS Electric boiler with TES + cheaper electricity 2 Electricity Base scenarios Upside potential Opportunistic charging unlocks lower costs 45 - 65 65 - 100 70 - 100 30 - 60
14 Nasdaq: BNRG Business models Diversified income stream from multiple services, tailored to customer Example in a European Country: 75 MWh Project Capitalized recurring revenue stream for 15 - year PPA Equipment sales One - off sale with O&M contract Heat - as - a - service ( “ HaaS ” ) Supply clean heat at agreed price Grid Services & Capacity Payments Take excess electricity from grid Frequency and Load Shifting Support Initial investment unlocks diverse capitalized revenue streams Illustrative 75 MWh project economics 1 € 0 m € 10 m € 20 m € 30 m € 40 m € 50 m CAPEX equipment supply Heat service & storage PPA Heat service & energy trading Capitalised revenue (€m) Equipment revenue Project revenues Capacity revenues Activation revenues Steam revenues Source : 1 Company Materials for an EU country in 2024 .
15 Nasdaq: BNRG Tested Manufacturing Approach Market leader in live production capacity, operational capability edge attracting clients Source : Company materials. The Company estimates approximately $ 200 M in revenue from potential production capacity annually if operating at full scale. 4 GWh manufacturing capacity when operating at full scale, supported by the European Investment Bank (EIB) funding Tested approach creates template to launch localized manufacturing in key geographies WORLD ’ S FIRST TES GIGAFACTORY
16 Nasdaq: BNRG Country selection ▪ Cost advantage over incumbent ▪ Grid service revenue streams ▪ Emission targets & carbon taxes Channel partners opening key markets Go - to - market strategy ▪ 100 - 600 ˚C temperature need ▪ Economically viable today ▪ Short sales cycles Flexible approach unlocks multiple sectors Client selection ▪ ESG goal to drive demand today ▪ Significant expansion potential ▪ Small pilots unlock global scale Ongoing dialogue with global brands Industry selection Source : Company materials
17 Nasdaq: BNRG Traction Collaboration scope Geography Collaborator 24 MWh project Decarbonize industrial heat across Enel client base Global gas & electricity distributor 1 MWh biomass to steam project Brazil & Colombia Distributor of photovoltaic products In discussions for 2.5 GWh opportunities Spanish JV to explore EU opportunities Green energy project developers In discussions for 200 MWh opportunities Signed MoU to explore Indian opportunities Leading solar panel manufacturer Collaborations Brenmiller focusing on product - led approach, channel partners to handle project integration & operation Source : Company materials
18 Nasdaq: BNRG Commercial pilots Off - peak electricity TES for hospital 12 MWh 32 MWh TES for beverage factory Hybrid charging TES 1 MWh Thermal power plant TES 24 MWh Commercial projects Under Development
19 Nasdaq: BNRG HaaS Equipment Attracted extensive commercial opportunity interest, diversified across geographies and services Commercial Opportunities of ~ 6 GWh USA Brazil Canada Netherlands France Germany Hungary Spain Switzerland Israel Italy Australia India Building materials Mining and metals Plastic Oil & gas Commercial Engineering Food & beverage Chemicals Energy Paper Pharma Consumer goods By Country By Industry By Service Offering Source : Company materials Commercial Opportunities for 49 Projects Representing ~ $ 500 Million in Potential Value in 12 Industries Across 13 Countries
20 Nasdaq: BNRG Pursuing Attractive Heat - as - a - Service ( “ HaaS ” ) European Opportunities Food Industry Juices & Beverages Building Materials Consumer Goods HaaS Projects Key Projects Source : Company materials Focusing on Industrial Segments
21 Nasdaq: BNRG $ 63 B addressable market 1 - Patented technology addresses tremendous demand for efficient, clean energy storage As renewable energy generation increases, the need for a reliable method to store clean energy is a major challenge facing industry and regulators BNRG is industry leader with 73 MWh in operation and construction with well established award - winning tech — Contracts with customers including New York Power Authority, Enel Ready for revenue ramp - Production capacity of manufacturing plant to potentially support sales of up to $ 200 M per year for ~$ 500 M commercial opportunities Revenue models include direct equipment sales and Heat as a Service recurring revenues Company Catalysts 1 2 3 4 5 1 SystemIQ – Global ETES Opportunity, Market sizing boxes are illustrative, not to scale, assumes 6,000 operating hours, 4:1 discharge capacity ratio, and 3 % market share.
22 Nasdaq: BNRG Operational team Doron Brenmiller Director & CBO Nir Brenmiller Director & COO Ofir Zimmerman CFO Gilad Walker VP Projects Eli Lipman VP R& D Merav Gilad Head of Engineering Ronit Sade Head of EHS Rami Ezer VP Engineering Avi Sasson VP Operations Leading team Boaz Toshav Director Chen Franco - Yehuda Independent director Nava Swersky Sofer Independent director Ziv Dekel Independent d irector Board of Directors Avi Brenmiller Chairman & "1{ Orin Shefler General Counsel
Thank You