SEC Form SC 13G/A filed by Brenmiller Energy Ltd (Amendment)

2/6/24 9:33:20 AM ET

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SC 13G/A 1 zk2430883.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)*

Brenmiller Energy Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.02 per share

(Title of Class of Securities)

M2R43K115

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

⌧ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. M2R43K115

13G

Page 2 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Y.D More Investments Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on (i) 2,145,745 Ordinary Shares outstanding as of December 6, 2023, as provided in Amendment No. 1 to Form F-1 filed by the Issuer with the Securities and Exchange Commission (the "SEC") on December 11, 2023 and (ii) certain warrants beneficially owned by the Reporting Persons, with each warrant currently exercisable into Ordinary Shares.

CUSIP No. M2R43K115

13G

Page 3 of 17 Pages

1	NAMES OF REPORTING PERSONS
	More Provident Funds and Pension Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			3,684 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			3,684 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,684 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.17% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on (i) 2,145,745 Ordinary Shares outstanding as of December 6, 2023, as provided in Amendment No. 1 to Form F-1 filed by the Issuer with the SEC on December 11, 2023 and (ii) certain warrants beneficially owned by the Reporting Persons, with each warrant currently exercisable into Ordinary Shares.

CUSIP No. M2R43K115

13G

Page 4 of 17 Pages

1	NAMES OF REPORTING PERSONS
	B.Y.M. Mor Investments Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

CUSIP No. M2R43K115

13G

Page 5 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Eli Levy

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

CUSIP No. M2R43K115

13G

Page 6 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Yosef Levy

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

CUSIP No. M2R43K115

13G

Page 7 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Benjamin Meirov

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel and U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

CUSIP No. M2R43K115

13G

Page 8 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Yosef Meirov

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel and Belgium

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

CUSIP No. M2R43K115

13G

Page 9 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Michael Meirov

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel and U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

CUSIP No. M2R43K115

13G

Page 10 of 17 Pages

1	NAMES OF REPORTING PERSONS
	Dotan Meirov

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel and U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			---

		6	SHARED VOTING POWER
			9,634 (*)

		7	SOLE DISPOSITIVE POWER
			---

		8	SHARED DISPOSITIVE POWER
			9,634 (*)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,634 (*)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.45% () (*)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

Item 1. (a)

Name of Issuer:

Brenmiller Energy Ltd.

(b)	Address of Issuer's Principal Executive Offices:

13 Amal St. 4th Floor, Park Afek, Rosh Haayin 4809249, Israel

Item 2. (a)

Name of Person Filing:

Y.D More Investments Ltd.

More Provident Funds and Pension Ltd.

B.Y.M. Mor Investments Ltd.

Eli Levy

Yosef Levy

Benjamin Meirov

Yosef Meirov

Michael Meirov

Dotan Meirov

(b)

Address of Principal Business Office:

Y.D More Investments Ltd. – 2 Ben-Gurion Street, Ramat Gan, Israel

More Provident Funds and Pension Ltd. – 2 Ben-Gurion Street, Ramat Gan, Israel

B.Y.M. Mor Investments Ltd. – 23 Tuval St., Ramat Gan, Israel

Eli Levy – 2 Ben-Gurion Street, Ramat Gan, Israel

Yosef Levy – 2 Ben-Gurion Street, Ramat Gan, Israel

Benjamin Meirov – 32 Bazel St., Herzliya, Israel

Yosef Meirov – 18 Shevet Menashe St., Herzliya, Israel

Michael Meirov – 32 Ben Tzvi St., Herzliya, Israel

Dotan Meirov – 38 Nili St., Herzliya, Israel

(c)

Citizenship:

Y.D More Investments Ltd. - Israel

More Provident Funds and Pension Ltd. - Israel

B.Y.M. Mor Investments Ltd. - Israel

Eli Levy – Israel

Yosef Levy – Israel

Benjamin Meirov – Israel and U.S.

Yosef Meirov – Israel and Belgium

Michael Meirov – Israel and U.S.

Dotan Meirov – Israel and U.S.

(d)

Title of Class of Securities:

Ordinary Shares, par value NIS 0.02 per share

(e)

CUSIP Number:

M2R43K115

Item 3.

Not applicable.

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person.

The securities reported herein are held either by More Provident Funds and Pension Ltd. or by More Mutual Funds Management (2013) Ltd. for the benefit of beneficiaries of various provident and pension funds or mutual funds, respectively.

More Provident Funds and Pension Ltd. and More Mutual Funds Management (2013) Ltd. are controlled by Y.D More Investments Ltd., which is controlled by (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company which he controls with Michael Meirov and Dotan Meirov, (b) Eli Levy through Elldot Ltd., a wholly owned company, (c) Yosef Levy and (d) Benjamin Meirov.

This Statement shall not be construed as an admission by any of the Reporting Persons that it or he is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities.

(b)

Percent of class:

See row 11 of cover page of each reporting person

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of cover page of each reporting person

(ii)

Shared power to vote or to direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of cover page of each reporting person and note in Item 4(a) above

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another:

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 5, 2024

Y.D More Investments Ltd.

/s/ Yosef Levy

By: Yosef Levy*
Title: Co-CEO

/s/ Meir Gridish

By: Meir Gridish*
Title: Chairman of the Board

More Provident Funds and Pension Ltd.

/s/ Yosef Levy
By: Yosef Levy*
Title: Director

/s/ Meir Gridish
By: Meir Gridish*
Title: Chairman of the Board

B.Y.M. Mor Investments Ltd.

/s/ Meir Gridish
By: Meir Gridish
Title: Director and CEO

/s/ Eli Levy
Eli Levy

/s/ Yosef Levy
Yosef Levy

_**_____________________
Name: Benjamin Meirov

** The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Limited Power of Attorney executed on behalf of Mr. Benjamin Meirov and filed herewith.

/s/ Meir Gridish

Name: Meir Gridish

Attorney-in-Fact

_***____________________
Name: Yosef Meirov

*** The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Limited Power of Attorney executed on behalf of Mr. Yosef Meirov and filed herewith.

/s/ Meir Gridish

Name: Meir Gridish

Attorney-in-Fact

_****___________________
Name: Michael Meirov

**** The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Limited Power of Attorney executed on behalf of Mr. Michael Meirov and filed herewith.

/s/ Meir Gridish

Name: Meir Gridish

Attorney-in-Fact

_*****__________________
Name: Dotan Meirov

***** The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Limited Power of Attorney executed on behalf of Mr. Dotan Meirov and filed herewith.

/s/ Meir Gridish

Name: Meir Gridish

Attorney-in-Fact

* Signature duly authorized by resolution of the Board of Directors and filed herewith.

EXHIBIT NO. DESCRIPTION

Exhibit 1

Joint Filing Agreement by and among the Reporting Persons (incorporated herein by reference to Exhibit 1 to Schedule 13G filed by the Reporting Persons on June 21, 2022)

Exhibit 2

Resolution of Board of Directors regarding signature authority of Y.D More Investments Ltd. (incorporated herein by reference to Exhibit 2 to Schedule 13G filed by the Reporting Persons on June 21, 2022)

Exhibit 3

Resolution of Board of Directors regarding signature authority of More Provident Funds and Pension Ltd. (incorporated herein by reference to Exhibit 3 to Schedule 13G filed by the Reporting Persons on June 21, 2022)

Exhibit 4

Limited Power of Attorney executed on behalf of Mr. Benjamin Meirov (incorporated herein by reference to Exhibit 4 to Schedule 13G filed by the Reporting Persons on June 21, 2022)

Exhibit 5

Limited Power of Attorney executed on behalf of Mr. Yosef Meirov (incorporated herein by reference to Exhibit 5 to Schedule 13G filed by the Reporting Persons on June 21, 2022)

Exhibit 6

Limited Power of Attorney executed on behalf of Mr. Michael Meirov (incorporated herein by reference to Exhibit 6 to Schedule 13G filed by the Reporting Persons on June 21, 2022)

Exhibit 7

Limited Power of Attorney executed on behalf of Mr. Dotan Meirov (incorporated herein by reference to Exhibit 7 to Schedule 13G filed by the Reporting Persons on June 21, 2022)

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