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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.
 Avraham Brenmiller
FirstName
Brenmiller LastNameAvraham  Brenmiller
           Energy Ltd.
Comapany
March      NameBrenmiller Energy Ltd.
       24, 2022
March2 24, 2022 Page 2
Page
FirstName LastName
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
 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,
FirstName LastNameAvraham Brenmiller
                                                              Division of
Corporation Finance
Comapany NameBrenmiller Energy Ltd.
                                                              Office of
Manufacturing
March 24, 2022 Page 3
cc:       Eric Victorson
FirstName LastName
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