UNITED ~~STATES SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, 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~~Report ~~the~~of ~~month~~Foreign ofPrivate ~~August~~IssuerPursuant ~~2025~~to Rule 13a-16 or 15d-16under the Securities Exchange Act of 1934

For the month of August 2025 (Report No. 2)

Commission File Number: 001-41402

~~BRENMILLER ENERGY LTD.~~ _________________

BRENMILLER ENERGY LTD.(Translation of registrant’s name into English)

~~13 Amal St. 4th Floor, Park Afek~~_________________

~~Rosh~~13 Amal St. 4th Floor, Park AfekRosh 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

AsAttached ~~previously~~hereto ~~disclosed on~~and aincorporated ~~Form~~herein ~~6-K~~are ~~by Brenmiller Energy Ltd., or~~ the ~~Company,~~Notice onof ~~July 25~~Meeting, ~~2025~~Proxy ~~the~~Statement ~~Company~~and ~~entered~~Proxy ~~into~~Card afor ~~securities purchase agreement, or~~ the ~~SPA,~~Annual ~~with Alpha Capital Anstalt, or Alpha, pursuant to which the Company agreed to issue~~ and ~~sell~~Special toGeneral ~~Alpha,~~Meeting ~~subject to certain conditions, up to an aggregate~~ of ~~$25~~Shareholders ~~million in securities across multiple tranches, consisting~~ of ~~preferred~~Brenmiller ~~shares,~~Energy ~~pre-funded warrants, and ordinary warrants~~Ltd. ~~On July 28, 2025, an initial closing, or~~ (the ~~PFW Closing, took place for a subscription amount of $1.2 million whereby the~~ “Company ~~issued (i~~”) ~~pre-funded warrants~~ to ~~purchase~~be ~~631,579~~held ~~ordinary~~on ~~shares at an exercise price of $0.00001 per share~~September 25, or2025 ~~the Pre-Funded Warrants, and (ii) ordinary warrants to purchase 631,579 ordinary shares~~ at ~~an exercise price of $~~2:00 p.09m. ~~per~~Israel ~~share,~~time or (the ~~Ordinary Warrants~~“Meeting”).

OnOnly ~~August~~shareholders ~~11,~~of ~~2025,~~record ~~the~~who ~~Company and~~hold ~~Alpha~~ordinary ~~entered~~shares ~~into~~of anthe ~~amendment~~Company toat the ~~SPA,~~close orof ~~the~~business ~~Amendment~~on August 29, ~~and~~2025 ~~agreed,~~will ~~among~~be ~~other~~entitled ~~things,~~to notice of and to ~~amend~~vote at the ~~aggregate~~Meeting ~~subscription amount~~and any postponements or adjournments thereof. Copies of the ~~Pre-Funded~~Notice ~~Warrants~~of ~~and~~Meeting, ~~Ordinary~~Proxy ~~Warrants~~Statement inand ~~connection~~Proxy ~~with~~Card for the ~~PFW~~Meeting ~~Closing~~are tofurnished $herewith as Exhibits 99.1,~~395~~ 99.2 and 99.3,~~790~~ respectively.

~~The~~This ~~securities~~Report ~~referred~~of toForeign ~~herein were~~Private ~~offered~~Issuer ~~pursuant~~on toForm 6-K anis ~~exemption~~incorporated ~~from~~by ~~the~~reference ~~registration~~into ~~requirements~~the ~~under~~Company’s ~~Section~~Registration ~~4(a)(2)~~Statements ofon ~~the~~Form ~~Securities~~F-3 ~~Act~~(File ~~of 1933~~Nos. 333-289219, ~~as amended~~ 333-283874, ~~or the~~ ~~Securities~~333-272377 and 333-273028) ~~Act,~~ and Form ~~Rule~~S-8 ~~506~~(b)File ofNos. ~~Regulation D~~333-272266, ~~promulgated~~333-278602 and 333-284377), ~~thereunder.~~filed ~~The~~with ~~securities have not been registered under~~ the Securities ~~Act or~~and ~~applicable~~Exchange ~~state securities laws. Accordingly~~Commission, ~~the~~to ~~securities may not~~ be ~~offered~~a orpart ~~sold in~~thereof from the ~~United~~date ~~States~~on ~~except~~which ~~pursuant~~this toReport anof ~~effective~~Foreign ~~registration~~Private ~~statement~~Issuer oris ansubmitted, ~~applicable~~to ~~exemption~~the ~~from~~extent ~~the~~not ~~registration~~superseded ~~requirements of~~by ~~the Securities~~documents ~~Act and~~or ~~such~~reports ~~applicable~~subsequently ~~state~~filed ~~securities~~or ~~laws~~furnished.

~~The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is attached as Exhibit 10.~~1 ~~to this Report of Foreign Private Issuer on Form 6-K, or the Report, and is incorporated herein by reference.~~

~~Safe~~EXHIBIT ~~Harbor Statement~~INDEX

This Report contains expressed or implied forward-looking statements pursuant to U.S. Federal securities laws. For example, the Company is using forward-looking statements when discussing subsequent closings under the terms of the SPA up to an aggregate of $25 million in securities across multiple tranches, consisting of preferred shares, pre-funded warrants, and ordinary warrants. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’ annual report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by the Company with the SEC.

Exhibit No.
99.1		Notice for the Annual and Special General Meeting to be held on September 25, 2025.
99.2		Proxy Statement for the Annual and Special General Meeting to be held on September 25, 2025.
99.3		Proxy Card for the Annual and Special General Meeting to be held on September 25, 2025.

This Report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-289219, 333-283874, 333-272377 and 333-273028) and Form S-8 (File Nos. 333-272266, 333-278602 and 333-284377), 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.2

Exhibit No. 10.1 Amendment Number 1 to the Securities Purchase Agreement, dated as of August 11, 2025, between the Company and the purchaser named on the signature page thereto.

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.~~	Brenmiller Energy Ltd.
Date: August 11, 2025	By:	/s/ Ofir Zimmerman
Date: August 19, 2025		By:		/s/ Ofir Zimmerman
		Name:	~~Ofir Zimmerman~~	Ofir Zimmerman
		Title:	~~Chief Financial Officer~~	Chief Financial Officer

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