SecProbe.io

CORRESP
1
filename1.htm

BRENMILLER ENERGY LTD.

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

March 2, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Brenmiller Energy Ltd.  (CIK 0001901215)

    Registration Statement on Form F-3 (File No. 333-293660) (the “Registration Statement”)

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Brenmiller Energy Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
March 4, 2026 at 9:15 a.m., Eastern Time, or as soon as practicable thereafter.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212) 660-3092
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Brenmiller Energy Ltd.

    By:
    /s/ Avraham Brenmiller

    Name:
    Avraham Brenmiller

    Title:
    Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           February 27, 2026

Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal St. 4th Floor, Park Afek
Rosh Haayin
4809249 Israel

       Re: Brenmiller Energy Ltd.
           Registration Statement on Form F-3
           Filed on February 23, 2026
           File No. 333-293660
Dear Avraham Brenmiller:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Sarah Sidwell at 202-551-4733 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:    Eric Victorson
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 August 13, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement on Form F-3 (File No. 333-289219)
(the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), Brenmiller Energy Ltd. (the "Registrant")
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on August 15, 2024 at 4:15 p.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212)
660-3092 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Avraham Brenmiller

 Name:
 Avraham Brenmiller

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal St. 4th Floor, Park Afek
Rosh Haayin
4809249 Israel

 Re: Brenmiller Energy Ltd.
 Registration Statement on Form F-3
 Filed August 4, 2025
 File No. 333-289219
Dear Avraham Brenmiller:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 May 6, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement on Form F-1 (File No. 333-286789)
(the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), Brenmiller Energy Ltd. (the "Registrant")
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on May 12, 2025 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212)
660-3092 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 May 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the " Securities Act "),
A.G.P./Alliance Global Partners, as Sole Placement Agent, hereby joins Brenmiller Energy Ltd. (the " Company ") in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1 (Registration No.
333-286789) (the " Registration Statement "), to become effective as of 5:00 p.m., Eastern Time, on Monday, May 12, 2025,
or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Sullivan & Worcester LLP, request
by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of
the General Rules and Regulations under the Securities Act, the undersigned advises that copies of the Preliminary Prospectus, dated May
5, 2025, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be
reasonable to secure adequate distribution of the Preliminary Prospectus.

 The Placement Agent is
aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 May 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 On May 5, 2025, we, as the representative
of the underwriters, filed a letter with the U.S. Securities and Exchange Commission via EDGAR requesting, pursuant to Rule 461 under
the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced Registration Statement so that
it may be declared effective at 5:00 p.m. Eastern Time, on Tuesday, May 6, 2025, or as soon thereafter as practicable. We are no longer
requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally withdraw such
request for acceleration.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 May 6, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement No. 333-286789 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made that certain
letter filed as correspondence by Brenmiller Energy Ltd. (the " Company ") with the U.S. Securities and Exchange Commission
via EDGAR on May 5, 2025, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement
for May 6, 2025 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act
of 1933, as amended. The Company hereby formally withdraws such request for acceleration of the effective date of the Registration Statement
at such time. The Company reserves the right to resubmit another request for acceleration of the Registration Statement at a future date.

 If you have any questions
or require additional information, please call our attorney, Eric Victorson, Esq. at (212) 660-3092 of Sullivan & Worcester LLP.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 May 5, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE: Brenmiller
Energy Ltd. (CIK 0001901215)

 Registration Statement No. 333-286789 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made that certain
letter filed as correspondence by Brenmiller Energy Ltd. (the " Company ") with the U.S. Securities and Exchange Commission
via EDGAR on May 2, 2025, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement
for May 5, 2025 at 9:15 a.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act
of 1933, as amended. The Company hereby formally withdraws such request for acceleration of the effective date of the Registration Statement
at such time. The Company reserves the right to resubmit another request for acceleration of the Registration Statement at a future date.

 If you have any questions
or require additional information, please call our attorney, Eric Victorson, Esq. at (212) 660-3092 of Sullivan & Worcester LLP.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 May 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the " Securities Act "),
A.G.P./Alliance Global Partners, as Sole Placement Agent, hereby joins Brenmiller Energy Ltd. (the " Company ") in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1 (Registration No.
333-286789) (the " Registration Statement "), to become effective as of 5:00 p.m., Eastern Time, on Tuesday, May 6, 2025,
or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Sullivan & Worcester LLP, request
by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of
the General Rules and Regulations under the Securities Act, the undersigned advises that copies of the Preliminary Prospectus, dated May
5, 2025, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be
reasonable to secure adequate distribution of the Preliminary Prospectus.

 The Placement Agent is
aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 May 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 On May 2, 2025, we, as the representative
of the underwriters, filed a letter with the U.S. Securities and Exchange Commission via EDGAR requesting, pursuant to Rule 461 under
the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced Registration Statement so that
it may be declared effective at 9:15 a.m., Eastern Time, on Monday, May 5, 2025, or as soon thereafter as practicable, which request was
modified orally to 5:00 p.m. Eastern Time, on Monday, May 5, 2025, or as soon thereafter as practicable. We are no longer requesting that
such Registration Statement be declared effective at this specific date and time and we hereby formally withdraw such request for acceleration.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 May 5, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 RE: Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement on Form F-1 (File No. 333-286789)
(the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), Brenmiller Energy Ltd. (the "Registrant")
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on May 6, 2025 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212)
660-3092 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 May 2, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement on Form F-1 (File No. 333-286789)
(the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Securities Act"), Brenmiller Energy Ltd. (the "Registrant") hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
May 5, 2025 at 9:15 a.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212) 660-3092
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 May 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the " Securities Act "),
A.G.P./Alliance Global Partners, as Sole Placement Agent, hereby joins Brenmiller Energy Ltd. (the " Company ") in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1 (Registration No.
333-286789) (the " Registration Statement "), to become effective as of 9:15 a.m., Eastern Time, on Monday, May 5, 2025,
or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Sullivan & Worcester LLP, request
by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of
the General Rules and Regulations under the Securities Act, the undersigned advises that copies of the Preliminary Prospectus, dated May
5, 2025, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be
reasonable to secure adequate distribution of the Preliminary Prospectus.

 The Placement Agent is
aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 May 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 On April 30, 2025, we, as the
representative of the underwriters, filed a letter with the U.S. Securities and Exchange Commission via EDGAR requesting, pursuant to
Rule 461 under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced Registration Statement
so that it may be declared effective at 5:00 p.m., Eastern Time, on Thursday, May 1, 2025, or as soon thereafter as practicable, which
request was modified orally to 5:00 p.m. Eastern Time, on Friday, May 2, 2025, or as soon thereafter as practicable. We are no longer
requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally withdraw such
request for acceleration.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 May 2, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement No. 333-286789 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made that certain
letter filed as correspondence by Brenmiller Energy Ltd. (the " Company ") with the U.S. Securities and Exchange Commission
via EDGAR on May 1, 2025, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement
for May 1, 2025 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act
of 1933, as amended. The Company hereby formally withdraws such request for acceleration of the effective date of the Registration Statement
at such time. The Company reserves the right to resubmit another request for acceleration of the Registration Statement at a future date.

 If you have any questions or require
additional information, please call our attorney, Eric Victorson, Esq. at (212) 660-3092 of Sullivan & Worcester LLP.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 May 1, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement on Form F-1 (File No. 333-286789)
(the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), Brenmiller Energy Ltd. (the "Registrant")
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on May 1, 2025 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212)
660-3092 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 May 1, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the " Securities Act "),
A.G.P./Alliance Global Partners, as Sole Placement Agent, hereby joins Brenmiller Energy Ltd. (the " Company ") in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1 (Registration No.
333-286789) (the " Registration Statement "), to become effective as of 5:00 p.m., Eastern Time, on Thursday, May 1,
2025, or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Sullivan & Worcester LLP,
request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of
the General Rules and Regulations under the Securities Act, the undersigned advises that copies of the Preliminary Prospectus, dated
May 1, 2025, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as
appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The Placement Agent is aware
of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 April 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 On April 28, 2025, we, as the
representative of the underwriters, filed a letter with the U.S. Securities and Exchange Commission via EDGAR requesting, pursuant to
Rule 461 under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-referenced Registration Statement
so that it may be declared effective at 9:00 a.m., Eastern Time, on Wednesday April 30, 2025, or as soon thereafter as practicable, which
request was modified orally to 5:00 p.m. Eastern Time, on Wednesday April 30, 2025, or as soon thereafter as practicable. We are no longer
requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally withdraw such
request for acceleration.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 April 30, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement No. 333-286789 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made that certain
letter filed as correspondence by Brenmiller Energy Ltd. (the " Company ") with the U.S. Securities and Exchange Commission
via EDGAR on April 28, 2025, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement
for April 30, 2025 at 9:00 a.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act
of 1933, as amended. The Company hereby formally withdraws such request for acceleration of the effective date of the Registration Statement
at such time. The Company reserves the right to resubmit another request for acceleration of the Registration Statement at a future date.

 If you have any questions or require
additional information, please call our attorney, Eric Victorson, Esq. at (212) 660-3092 of Sullivan & Worcester LLP.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 A.G.P./Alliance Global Partners

 590 Madison Avenue, 28th Floor

 New York, New York 10022

 April 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Brenmiller Energy Ltd.

 Registration Statement on Form F-1

 Registration No. 333-286789

 Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the " Securities Act "),
A.G.P./Alliance Global Partners, as Sole Placement Agent, hereby joins Brenmiller Energy Ltd. (the " Company ") in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1 (Registration No.
333-286789) (the " Registration Statement "), to become effective as of 9:00 a.m., Eastern Time, on Wednesday, April
30, 2025, or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Sullivan & Worcester
LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of
the General Rules and Regulations under the Securities Act, the undersigned advises that copies of the Preliminary Prospectus, dated April
28, 2025, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be
reasonable to secure adequate distribution of the Preliminary Prospectus.

 The Placement Agent is
aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended, including the delivery requirement contained in such Rule.

 Very truly yours,

 A.G.P./ALLIANCE GLOBAL PARTNERS

 By:
 /s/ Thomas J. Higgins

 Name:
 Thomas J. Higgins

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 BRENMILLER ENERGY LTD.

 13 Amal St. 4th Floor, Park Afek

 Rosh Haayin, 4809249 Israel

 April 28, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Brenmiller Energy Ltd. (CIK 0001901215)

 Registration Statement on Form F-1 (File No. 333-286789)
(the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Securities Act"), Brenmiller Energy Ltd. (the "Registrant") hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
April 30, 2025 at 9:00 a.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212) 660-3092
and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Brenmiller Energy Ltd.

 By:
 /s/ Ofir Zimmerman

 Name:
 Ofir Zimmerman

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal St. 4th Floor, Park Afek
Rosh Haayin, 4809249, Israel

 Re: Brenmiller Energy Ltd.
 Draft Registration Statement on Form F-1
 Submitted on April 9, 2025
 CIK 0001901215
Dear Avraham Brenmiller:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Eric Victorson
</TEXT>
</DOCUMENT>

CORRESP
1
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BRENMILLER ENERGY LTD.

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

December 18, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Brenmiller Energy Ltd.  (CIK 0001901215)

  Registration Statement on Form F-3 (File No. 333-283874)
(the “Registration Statement”)

  Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Brenmiller Energy Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
December 20, 2024 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212) 660-3092
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Brenmiller Energy Ltd.

    By:
    /s/ Ofir Zimmerman

    Name:
     Ofir Zimmerman

    Title:
    Chief Financial Officer

December 18, 2024
Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal St. 4th Floor, Park Afek
Rosh Haayin
4809249 Israel
Re:Brenmiller Energy Ltd.
Registration Statement on Form F-3
Filed December 17, 2024
File No. 333-283874
Dear Avraham Brenmiller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Eric Victorson

CORRESP
1
filename1.htm

BRENMILLER ENERGY LTD.

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

January 19, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Brenmiller Energy Ltd.  (CIK 0001901215)

Registration Statement on Form F-1 (File No. 333-275115)
(the “Registration Statement”)

Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Brenmiller Energy Ltd. (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on January 22, 2024 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212)
660-3092 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Brenmiller Energy Ltd.

    By:
    /s/ Avraham Brenmiller

    Name:
    Avraham Brenmiller

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

BRENMILLER ENERGY LTD.

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

July 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  Brenmiller Energy Ltd.  (CIK 0001901215)

    Registration Statement on Form F-3 (File No. 333-273028)
(the “Registration Statement”)

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Brenmiller Energy Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
July 10, 2023 at 9:00 a.m., Eastern Time, or as soon as practicable thereafter.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212) 660-3092
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Brenmiller Energy Ltd.

    By:
    /s/ Avraham Brenmiller

    Name:
     Avraham Brenmiller

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
July 5, 2023
Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal St. 4th Floor, Park Afek
Rosh Haayin
4809249 Israel
Re:Brenmiller Energy Ltd.
Registration Statement on Form F-3
Filed June 29, 2023
File No. 333-273028
Dear Avraham Brenmiller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Victorson

CORRESP
1
filename1.htm

BRENMILLER ENERGY LTD.

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

June 7, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Brenmiller Energy Ltd.  (CIK 0001901215)

  Registration Statement on Form F-3 (File No. 333-272377)
(the “Registration Statement”)

  Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Brenmiller Energy Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
June 8, 2023 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212) 660-3092
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Brenmiller Energy Ltd.

    By:
    /s/ Avraham Brenmiller

    Name:
     Avraham Brenmiller

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
June 7, 2023
Ofir Zimmerman
Chief Financial Officer
Brenmiller Energy Ltd.
13 Amal St. 4th Floor, Park Afek
Rosh Haayin, 4809249 Israel
Re:Brenmiller Energy Ltd.
Registration Statement on Form F-3
Filed June 2, 2023
File No. 333-272377
Dear Ofir Zimmerman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Victorson

United States securities and exchange commission logo
May 12, 2023
Ofir Zimmerman
Chief Financial Officer
Brenmiller Energy Ltd.
13 Amal St. 4th Floor, Park Afek
Rosh Haayin, 4809249 Israel
Re:Brenmiller Energy Ltd.
Draft Registration Statement on Form F-1
Submitted on May 8, 2023
CIK 1901215
Dear Ofir Zimmerman:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Victorson

CORRESP
1
filename1.htm

Brenmiller Energy Ltd.

13 Amal St. 4th Floor, Park Afek

Rosh Haayin, 4809249 Israel

May 17, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Brenmiller Energy Ltd. (CIK 0001901215)

Registration Statement on Form F-1

File No. 333-264398

Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, or the Securities Act, Brenmiller Energy Ltd., or the Registrant, hereby requests that the
effective date of the above-referenced registration statement, or the Registration Statement, be accelerated so that it will be declared
effective at 12:00 p.m., Eastern Time, on May 19, 2022, or as soon as practicable thereafter.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Oded Har-Even, Esq. at (212) 660-5002 or Eric Victorson, Esq.
at (212) 660-3092 of Sullivan & Worcester LLP and that such effectiveness also be confirmed in writing.

[Signature Page Follows]

    Very truly yours,

    Brenmiller Energy Ltd.

    By:
    /s/ Avraham Brenmiller

    Name:
    Avraham Brenmiller

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

BRENMILLER
ENERGY ltd.

13 Amal Street, 4th Floor

Park Afek

Rosh Haayin 4809249, Israel

May 6, 2022

Via EDGAR

Jennifer Angelini

Asia Timmons-Pierce

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

    Re:
    Brenmiller Energy Ltd. (the “Company,” “we,” “our” and similar terminology)

    Registration Statement on Form F-1 (the “Registration Statement”)

    Filed April 21, 2022

    File No. 333-264398

Dear Madams:

The purpose of this letter
is to respond to the comment letter of May 3, 2022, received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission regarding the Registration Statement. For your convenience, your original comments appear in bold text, followed by
our response. We are concurrently filing an amendment to the Registration Statement (the “Amendment”) with this letter.

Unless otherwise stated, any
defined terms in the Amendment apply within this letter.

Amendment to Registration Statement on Form F-1

Exhibits

 1. We note that a portion of the resale shares underlie warrants
and have not yet been issued. Accordingly, please revise the legal opinion to state that (i) the outstanding shares of common stock are
validly issued, fully paid, and non-assessable and (ii) the shares of common stock underlying the warrants, once exercised, will be validly
issued, fully paid, and non-assessable. Refer to Section II.B.2 of Staff Legal Bulletin No. 19.

Response: We acknowledge the Staff’s
comment and advise the Staff that the legal opinion of Shibolet & Co. has been revised in response to the Staff’s comment. Such
opinion has been refiled as Exhibit 5.1 to the Amendment.

*    *    *

    1

The Company appreciates your
comments and welcomes the opportunity to discuss the foregoing responses with you. Please call the Company’s attorneys, Oded Har-Even
at (212) 660-5002 or Eric Victorson at (212) 660-3092, of Sullivan & Worcester LLP, if you have any questions or require additional
information.

    Sincerely,

    By:
    /s/ Avraham Brenmiller

    Name:
    Avraham Brenmiller

    Title:
    Chief Executive Officer

 cc: Oded Har-Even, Esq. and Eric Victorson, Esq., Sullivan &
Worcester LLP

2

United States securities and exchange commission logo
May 3, 2022
Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal Street, 4th Floor
Park Afek
Rosh Haayin 4809249, Israel
Re:Brenmiller Energy Ltd.
Registration Statement on Form F-1
Filed April 21, 2022
File No. 333-264398
Dear Mr. Brenmiller:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Exhibits
1.We note that a portion of the resale shares underlie warrants and have not yet been issued.
Accordingly, please revise the legal opinion to state that (i) the outstanding shares of
common stock are validly issued, fully paid, and non-assessable and (ii) the shares of
common stock underlying the warrants, once exercised, will be validly issued, fully paid,
and non-assessable.  Refer to Section II.B.2 of Staff Legal Bulletin No. 19.

 FirstName LastNameAvraham  Brenmiller
 Comapany NameBrenmiller Energy Ltd.
 May 3, 2022 Page 2
 FirstName LastName
Avraham  Brenmiller
Brenmiller Energy Ltd.
May 3, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Victorson

CORRESP
1
filename1.htm

BRENMILLER
ENERGY ltd.

13 Amal Street, 4th Floor

Park Afek

Rosh Haayin 4809249, Israel

April 20, 2022

Via EDGAR

Jennifer Angelini

Asia Timmons-Pierce

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

    Re:
    Brenmiller Energy Ltd. (the “Company,” “we,” “our” and similar terminology)

    Amendment No. 2 to Draft Registration Statement on Form F-1 (“Amendment No. 2”)

    Submitted April 1, 2022

    CIK No. 0001901215

Dear Madams:

The purpose of this letter
is to respond to the comment letter of April 12, 2022, received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission regarding the above-mentioned amendment to the draft registration statement on Form F-1. For your convenience, your
original comments appear in bold text, followed by our response. We are concurrently filing a registration statement on Form F-1 (the
“Registration Statement”).

Page references in our
response are to the Registration Statement. Unless otherwise stated, any defined terms in the Registration Statement apply within this
letter.

Amendment No. 2 to Draft Registration Statement on Form F-1

Prospectus Summary

The Offering, page 7

 1. We note your revisions in response to prior comment one. Please revise your disclosure throughout to
clearly disclose the number of shares that are currently issued and outstanding, and the number of shares that will be issued and outstanding
as of the closing of this offering.

Response: We have revised our disclosure
on pages ii, 7 and 80 of the Registration Statement in response to the Staff’s comment.

 2. We note references to the issuance of warrants in several notes to your financial statements; for example,
and without limitation, Notes 11.A.1 and B and Note 13.B. Please disclose the total number of shares that are issuable upon exercise of
all outstanding warrants. Ensure each of these warrant issuances is disclosed in Item 7 of Part II.

Response: We have revised our disclosure
on page II-3 of the Registration Statement in response to the Staff’s comment.

    1

Capitalization, page 29

3.
We note your revisions made in response to prior comment three. Please reconcile the 14,815,444 ordinary shares issued and outstanding,
actual, with that disclosed in Note 11.A on page F-29 that as of December 31, 2021, there were 13,706,328 ordinary shares outstanding.
Also, clarify in the top paragraph on page 80 the number of ordinary shares issued and outstanding as of March 31, 2022, if other than
13,706,328 shares.

Response: We have revised our disclosure
on pages 29 and 80 of the Registration Statement in response to the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Comparison of the Year Ended December 31, 2021, to the Year Ended December 31, 2020, page 31

 4. Refer to page 33 and the top two paragraphs of “Financial expenses, net” and “Net
loss” that immediately precede the heading of Liquidity and Capital Resources. These paragraphs should be deleted in their entirety
as the discussions appear to relate to a comparison of the year ended December 31, 2020, with the year ended December 31, 2019, which
discussion period is no longer required.

Response: We have revised our disclosure
on page 33 of the Registration Statement in response to the Staff’s comment.

Business, page 39

 5. We note your revisions in response to prior comment four. However, Note 1 to the financial statements
indicates that your U.S. subsidiary is “presently dormant” and identifies an Israeli subsidiary, Hybrid Bio-Sol 10 Ltd., that
is not described in the Business section, reflected in the corporate chart, or listed in Exhibit 21.1. Please advise or revise to reconcile
these inconsistencies.

Response: We respectfully advise the
Staff that Hybrid Bio-Sol 10 Ltd. (a) is not a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X and thus
not described in the Registration Statement and (b) would not constitute a “significant subsidiary” within the meaning of
Item 601(b)(21) of Regulation S-K and thus not listed in Exhibit 21.1. The U.S. subsidiary, Brenmiller Energy Inc., while not currently
active, was established to be our marketing subsidiary in the United States and is reflected in the corporate chart and listed in Exhibit
21.1 because we expect our marketing activities will increase and the United States is one of our primary target markets.

Selling Shareholders, page 77

 6. We note your revisions in response to prior comment six. It appears that the amount of securities shown
in the final row of the table and disclosed in footnote six do not tally. Please advise or revise.

Response: We have revised our disclosure
on pages 77 and 78 of the Registration Statement in response to the Staff’s comment.

Exhibits

 7. Please file the Founders’ Agreement, and other material agreements, relating to Rani Zim Sustainable
Energy Ltd. as exhibits to your registration statement.

Response: We have filed the Founders’
Agreement in response to the Staff’s comment and respectfully advise the Staff that there are no other material agreements relating
to Rani Zim Sustainable Energy Ltd.

*    *    *

    2

The Company appreciates
your comments and welcomes the opportunity to discuss the foregoing responses with you. Please call the Company’s attorneys, Oded
Har-Even at (212) 660-5002 or Eric Victorson at (212) 660-3092, of Sullivan & Worcester LLP, if you have any questions or require
additional information.

    Sincerely,

    By:
    /s/ Avraham Brenmiller

    Name:
    Avraham Brenmiller

    Title:
    Chief Executive Officer

cc:	Oded Har-Even, Esq. and Eric Victorson, Esq., Sullivan &
Worcester LLP

    3

United States securities and exchange commission logo
April 12, 2022
Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal Street, 4th Floor
Park Afek
Rosh Haayin 4809249, Israel
Re:Brenmiller Energy Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted April 1, 2022
CIK No. 0001901215
Dear Mr. Brenmiller:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
The Offering, page 7
1.We note your revisions in response to prior comment one.  Please revise your disclosure
throughout to clearly disclose the number of shares that are currently issued and
outstanding, and the number of shares that will be issued and outstanding as of the closing
of this offering.
2.We note references to the issuance of warrants in several notes to your financial
statements; for example, and without limitation, Notes 11.A.1 and B and Note 13.B.

 FirstName LastNameAvraham  Brenmiller
 Comapany NameBrenmiller Energy Ltd.
 April 12, 2022 Page 2
 FirstName LastName
Avraham  Brenmiller
Brenmiller Energy Ltd.
April 12, 2022
Page 2
Please disclose the total number of shares that are issuable upon exercise of all
outstanding warrants.  Ensure each of these warrant issuances is disclosed in Item 7 of
Part II.
Capitalization, page 29
3.We note your revisions made in response to prior comment three.  Please reconcile the
14,815,444 ordinary shares issued and outstanding, actual, with that disclosed in Note
11.A on page F-29 that as of December 31, 2021, there were 13,706,328 ordinary shares
outstanding.  Also, clarify in the top paragraph on page 80 the number of ordinary shares
issued and outstanding as of March 31, 2022, if other than 13,706,328 shares.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Year Ended December 31, 2021, to the Year Ended December 31, 2020, page
31
4.Refer to page 33 and the top two paragraphs of "Financial expenses, net" and "Net loss"
that immediately precede the heading of Liquidity and Capital Resources.  These
paragraphs should be deleted in their entirety as the discussions appear to relate to
a comparison of the year ended December 31, 2020, with the year ended December 31,
2019, which discussion period is no longer required.
Business, page 39
5.We note your revisions in response to prior comment four.  However, Note 1 to the
financial statements indicates that your U.S. subsidiary is "presently dormant" and
identifies an Israeli subsidiary, Hybrid Bio-Sol 10 Ltd., that is not described in the
Business section, reflected in the corporate chart, or listed in Exhibit 21.1.  Please advise
or revise to reconcile these inconsistencies.
Selling Shareholders, page 77
6.We note your revisions in response to prior comment six.  It appears that the amount of
securities shown in the final row of the table and disclosed in footnote six do not tally.
Please advise or revise.
Exhibits
7.Please file the Founders' Agreement, and other material agreements, relating to Rani
Zim Sustainable Energy Ltd. as exhibits to your registration statement.

 FirstName LastNameAvraham  Brenmiller
 Comapany NameBrenmiller Energy Ltd.
 April 12, 2022 Page 3
 FirstName LastName
Avraham  Brenmiller
Brenmiller Energy Ltd.
April 12, 2022
Page 3
            You may contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Victorson

United States securities and exchange commission logo
March 24, 2022
Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal Street, 4th Floor
Park Afek
Rosh Haayin 4809249, Israel
Re:Brenmiller Energy Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 9, 2022
CIK No. 0001901215
Dear Mr. Brenmiller:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1, As Amended
Prospectus Summary
The Offering, page 7
1.We note your disclosure that 16,539,349 Ordinary Shares will be issued and outstanding
after the completion of this offering.  Please revise to clarify, if true, that this amount
includes 53,596 shares underlying the options granted to a third party in connection with
the offering described on page II-2, or advise.  Please also revise to clarify your references
both here and on page ii that as of March 8, 2022, there are 16,539,349 Ordinary Shares
issued and outstanding.

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Brenmiller Energy Ltd.
March 24, 2022
Page 2
Summary Consolidated Financial Data, page 8
2.Refer to the added line items of loss per share, basic and diluted, and weighted average
number of shares outstanding that give pro forma effect to the reverse split.  Please delete
the duplicate historical line items of loss per share, basic and diluted, and weighted
average number of shares, that have not been given retroactive impact to the reverse split.
Also, please delete reference to the use of pro forma, and instead you may choose to
include a footnote to the table explaining that all historical per share data has been given
retroactive effect to the 2:1 reverse split.  Similar revision should be made to the results of
operations table in MD&A on page 30, along with the historical statements of
comprehensive income on pages F-3 and F-16 and related footnotes.
Capitalization, page 29
3.We are unable to see your revisions made in response to our prior comment number 9.  As
such, we reissue our comment.  Please expand the shareholders' equity section to provide
the number of ordinary share capital authorized, issued and outstanding on both an actual
and adjusted basis for the period presented.  In addition, expand the second bullet point to
disclose, if true, that the 152,655 Prefunded Warrants have underlying ordinary shares at a
ratio of one-to-one and that the Prefunded Warrants have been fair valued at a nominal
amount or no value was assigned.
Business, page 40
4.We note your response to prior comment 14.  Please revise your disclosure to discuss the
operations of Rani Zim Sustainable Energy Ltd. and your other subsidiaries.
Related Party Transactions, page 77
5.We note your response to prior comment 18 and reissue it in part.  Disclosure on page F-
12 describes the establishment of a new company which will be jointly controlled by you
and Rani Zim.  Please revise your disclosure here to describe this company's
establishment, and any related transactions and/or loans required to be disclosed under
Item 7.B of Form 20-F, or provide us with your analysis as to why this disclosure is not
required.
Selling Shareholders, page 78
6.We note your revisions in response to prior comment 19.  Please further revise your
disclosure to address the following:

•The following sentences appear to imply that more shares may be issued and sold
than the number being offered by your prospectus and registered for resale (emphasis
added):  "In accordance with the terms of the Private Placement, this prospectus
generally covers the resale of  at least a number of Ordinary Shares issued in the
Private Placement.  Because the number of Ordinary Shares may be adjusted, the

 FirstName LastNameAvraham  Brenmiller
 Comapany NameBrenmiller Energy Ltd.
 March 24, 2022 Page 3
 FirstName LastName
Avraham  Brenmiller
Brenmiller Energy Ltd.
March 24, 2022
Page 3
number of Ordinary Shares that will actually be issued  may be more  or less than the
number of Ordinary Shares being offered by this prospectus."  Please revise.

•The percentage ownership of Y.D. More Investment is disclosed as 9.27% in column
three of the table, while the calculation appears to yield 8.68%.  The final sentence
of  Note 6 does not appear to apply.  Please advise or revise.

•Please also revise the first sentence of Note 3 to clarify, if true, that the 152,655
shares are to be issued upon exercise of prefunded warrants, which will be issued in
the second closing.
Exhibits
7.Please refile your exhibits in the proper text-searchable format.  Please refer to Section
5.2.3.6 of the EDGAR File Manual (Volume II) EDGAR Filing (Version 60, December
2021) and Item 301 of Regulation S-T.
8.The subscription agreement filed as Exhibit 10.4 contains references to schedules which
appear to have been omitted.  If you are relying on Item 601(a)(5) of Regulation S-K,
please ensure that these, and other filed exhibits as applicable, contain the list of omitted
schedules contemplated by Item 601(a)(5) of Regulation S-K.  Please include an
appropriate footnote in the exhibit index.
            You may contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Victorson

United States securities and exchange commission logo
February 15, 2022
Avraham Brenmiller
Chief Executive Officer
Brenmiller Energy Ltd.
13 Amal Street, 4th Floor
Park Afek
Rosh Haayin 4809249, Israel
Re:Brenmiller Energy Ltd.
Draft Registration Statement on Form F-1
Submitted January 19, 2022
CIK No. 0001901215
Dear Mr. Brenmiller:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
General
1.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.

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 February 15, 2022 Page 2
 FirstName LastName
Avraham  Brenmiller
Brenmiller Energy Ltd.
February 15, 2022
Page 2
2.Note 2 of the fee table on the registration statement cover appears to calculate the
proposed maximum offering price using the method described in Rule 457(c), with
reference to the reported sales prices of the Tel Aviv Stock Exchange.  Please advise or
revise to refer specifically to this rule.
Prospectus Summary, page 1
3.Please balance your description of business by disclosing that you have incurred losses
and generated negative cash flows since inception, have not generated any significant
revenue from the sale of your products to date, and will need to obtain substantial
additional funding in connection with your continuing operations.
The Offering, page 7
4.We note that you include the number of ordinary shares "currently" issued and
outstanding.  Please revise to include the number of shares issued and outstanding
immediately after this offering and include the 3,340,620 shares that will be issued at the
Second Closing in such presentation.
5.Please further revise your description of the number of outstanding shares immediately
following the offering to describe whether these include shares issuable upon exercise of
the (i) 499,998 options held by a selling shareholder and (ii) 107,192 options granted to a
third party in connection with the private placements.  In addition, please ensure these
transactions are disclosed as recent sales in Part II of your registration statement and
elsewhere, as appropriate.
Risk Factors
We are dependent on the use of certain raw materials and changes in the price or availability . . . ,
page 11
6.We note your disclosure that you are dependent on the general availability of the raw
materials used in your products, including control electronics, and that the pandemic may
cause delays in deliveries by your manufacturers or suppliers.  Please revise your
disclosure to specifically describe whether and how supply disruptions caused by the
pandemic have affected your business.
We expect to be exposed to fluctuations in the rate of energy tariffs . . . , page 14
7.Please revise your disclosure to clarify how changes in energy tariffs effect the feasibility
of new projects and your financial condition.
Listing Details, page 29
8.We note your disclosure that you intend to apply to list your ordinary shares on the
Nasdaq Capital Market.  Please tell us which listing standard you will rely on in your
application.  We may have further comment.

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February 15, 2022
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Capitalization, page 29
9.Please expand the shareholders' equity section to provide the number of ordinary share
capital authorized, issued and outstanding on both an actual and pro forma basis for the
period presented.  In addition, expand the second bullet point to disclose, if true, that the
305,310 Prefunded Warrants have underlying ordinary shares at a ratio of one-to-one and
that the Prefunded Warrants have been fair valued at a nominal amount or no value was
assigned.
Business, page 40
10.We note your reference to two different business models, involving the sale of equipment
and the sale of energy.  Please revise your disclosure to more fully explain each model.
Distinguish clearly between your past, current, and future business operations.
11.Please disclose the marketing channels you expect to use, including an explanation of any
special sales methods, such as installment sales, per Item 4.B.5 of Form 20-F.  Describe
your expected timetable and material hurdles to develop your sales and services in your
target markets.
12.Please revise your disclosure regarding your manufacturing facilities to describe your
current production capacity.  Further describe your plans to build and/or automate your
factory, including your future production capacity and expected timing.  Disclose whether
the financing agreement with the EIB is expected to cover your estimated costs.  Refer to
Item 4.D of Form 20-F.
13.Please disclose whether your business is subject to seasonality.  Refer to Item 4.B.3 of
Form 20-F.
14.Please revise to discuss the operations of Rani Zim Sustainable Energy Ltd.  Please also
discuss your voting and control rights with respect to this company.
Management, page 50
15.Please update your compensation disclosure as of the fiscal year ended December 31,
2021.  Refer to Item 6.B of Form 20-F.
16.Please file the employment and advisory agreements described in this section as exhibits
to your registration statement.
Beneficial Ownership of Principal Shareholders and Management
Changes in Percentage Ownership by Major Shareholders, page 76
17.Please revise your disclosure to clarify that your public offerings have been conducted
outside the United States, in Israel and elsewhere as appropriate.  Please also provide the
portion of your ordinary shares held in Israel as required by Item 7.A.2 of Form 20-F.
Related Party Transactions, page 77

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February 15, 2022
Page 4
18.We note information on page F-48 regarding a loan from Rani Zim to the company and
information on page F-12 regarding the establishment of a new company.  Please revise to
include disclosure regarding these transactions or provide us with your analysis as to why
you are not required to disclose these transactions under Item 7.B of Form 20-F.
Selling Shareholders, page 78
19.Please revise the number of outstanding shares used to calculate ownership to include the
305,310 shares underlying warrants, consistent with these shares being offered for resale
pursuant to the prospectus.
Taxation
Israeli Tax Considerations and Government Programs
Tax Benefits and Grants for Research and Development, page 87
20.We note your disclosure that any change of ownership of your shares that would make a
non-Israeli citizen or resident an "interested party," as defined in the Research Law,
requires prior written notice to the IIA.  Please revise your disclosure to describe who
constitutes an interested party.  Please revise to clarify whether these provisions apply to
investors purchasing your securities in the offering.  If the provisions apply to this
offering, then please disclose whether you will notify the IIA of the offering and whether
any further action is required of you in connection therewith.
Part II
Item 7. Recent Sales, page II-3
21.Please revise your disclosure to (i) name the principal underwriters for your public
offerings and (ii) name the persons or identify the class of persons to whom you sold
securities in private transactions.  Refer to Item 701(b) of Regulation S-K.
Item 9. Undertakings, page II-5
22.Please provide the undertaking required by Item 512(h) of Regulation S-K.
Exhibits
23.We note your disclosure that you have signed a memorandum of understanding with Beit
Shemesh Engines Ltd. for the combined development of storage at high temperatures
together with proprietary gas turbines.  Please file this memorandum of understanding as
an exhibit to your registration statement.
            You may contact Beverly Singleton at 202-551-3329 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.

 FirstName LastNameAvraham  Brenmiller
 Comapany NameBrenmiller Energy Ltd.
 February 15, 2022 Page 5
 FirstName LastName
Avraham  Brenmiller
Brenmiller Energy Ltd.
February 15, 2022
Page 5
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eric Victorson