SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Brenmiller Energy Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M2R43K362
(CUSIP Number)
05/14/2025
(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)
SCHEDULE 13G
CUSIP No.
M2R43K362
1
Names of Reporting Persons
A.Y.L SELA 1991 LTD
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
460,489.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
460,489.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
460,489.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.1 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
M2R43K362
1
Names of Reporting Persons
Itzhak Sela
2
Check the appropriate box if a member of a Group (see instructions)
(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
502,572.00
6
Shared Voting Power
460,489.00
7
Sole Dispositive Power
502,572.00
8
Shared Dispositive Power
460,489.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
962,961.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
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, L3, 4809249
Item 2.
(a)
Name of person filing:
A.Y.L Sela (1991) Ltd.
Itzhak Sela
Itzhak Sela holds 100% of the outstanding shares, and serves as a director, of A.Y.L Sela (1991) Ltd.
(b)
Address or principal business office or, if none, residence:
1 David Ben Gurion Street, Bnei Brak, 5120149, Israel
(c)
Citizenship:
A.Y.L Sela (1991) Ltd.: Israel
Itzhak Sela: Israel
(d)
Title of class of securities:
Ordinary Shares, no par value
(e)
CUSIP No.:
M2R43K362
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
A.Y.L Sela (1991) Ltd.: 4.1%
Itzhak Sela: 8.7%
The percentages reported herein are based on 11,114,312 Ordinary Shares issued and outstanding, which number appeared in the Issuer's prospectus dated May 12, 2025, filed by the Issuer pursuant to Rule 424(b)(4) under the Securities Act on May 14, 2025.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
Certifications:
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, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
A.Y.L SELA 1991 LTD
Signature:
/s/ Itzhak Sela
Name/Title:
Itzhak Sela/ Director
Date:
06/25/2025
Itzhak Sela
Signature:
/s/ Itzhak Sela
Name/Title:
Itzhak Sela
Date:
06/25/2025
Exhibit Information
Exhibit 1 Joint Filing Agreement by and between the Reporting Persons
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