[SCHEDULE 13D/A] Brenmiller Energy Ltd. SEC Filing

Rhea-AI Filing Summary

Alpha Capital Anstalt amended its Schedule 13D for Brenmiller Energy Ltd. to report that following a series of share sales in September 2025 it beneficially owns 590,439 ordinary shares, equal to 15.30% of the company based on 3,859,800 shares outstanding after a reverse split. The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares that include contractual 9.99% ownership limits. The reported sales occurred between September 18 and September 26, 2025, and reduced the holder below the 20% threshold, prompting a change from Schedule 13D to an intention to file Schedule 13G as a passive investor.

Positive

• Reduction below 20% threshold allows the filer to reclassify as a passive investor and file Schedule 13G
• Retained meaningful minority stake of 590,439 shares (15.30%) which keeps the investor economically aligned with the issuer
• Clear disclosure of transactions including dates, quantities and gross proceeds for recent sales

Negative

• Material sell-down of 221,814 shares in September 2025 reduced influence and may be interpreted negatively by some market participants
• Warrants contain a 9.99% ownership restriction, limiting the reporting person’s ability to increase stake via exercise

Insights

Financial Analyst

TL;DR: Significant stake reduced below 20%, shifting to passive investor status; current holding still material at 15.3%.

Alpha Capital executed timed sell-downs totaling 221,814 shares across September 18–26, 2025 at prices ranging roughly $2.14–$2.36 per share, generating reported proceeds in the low six figures. The remaining position represents a sizable minority stake (15.30%), and the existence of warrants with a 9.99% contractual cap constrains further near-term accumulation. The move to file Schedule 13G signals a change in intent and reduces mandatory active-disclosure obligations, which can affect market perception of future activism or control attempts.

Corporate Governance Expert

TL;DR: Filing shows a deliberate reduction to passive status, lowering governance implications but leaving meaningful ownership.

The reporting person confirms sole voting and dispositive power over the reported shares and clarifies no arrangements or third-party dividend rights. By falling below 20%, Alpha Capital will cease Schedule 13D disclosures and move to Schedule 13G, reflecting a stated passive intent rather than an active governance role. The contractual 9.99% restriction on warrants is material to any future control considerations because it limits conversion-based increases in ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Brenmiller Energy Ltd.

(Name of Issuer)

ORDINARY SHARES, NO PAR VALUE PER SHARE

(Title of Class of Securities)

M2R43K362

(CUSIP Number)

ALPHA CAPITAL ANSTALT
Altenbach 8, Vaduz,
N2, FL, 9490
011-423-232-3195

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

CUSIP No. M2R43K362

1

Name of reporting person

Alpha Capital Anstalt

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LIECHTENSTEIN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 590,439.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 590,439.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

590,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.30 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to 7, 9 and 11: Based on 3,859,800 (post-reverse split) Ordinary Shares issued and outstanding as of September 16, 2025. Note to 12: The aggregate amount in Row 7 excludes the Ordinary Shares purchasable pursuant to Warrants owned by the Reporting Person which contain a contractually stipulated 9.99% ownership restriction.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: ORDINARY SHARES, NO PAR VALUE PER SHARE
(b)	Name of Issuer: Brenmiller Energy Ltd.
(c)	Address of Issuer's Principal Executive Offices: 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, ISRAEL , 4809249.
Item 1 Comment: This Amendment No. 6 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person (as defined in Item 2 of the Schedule 13D) with the SEC (as defined in Item 5 of the Schedule 13D) on June 10, 2024 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D or the Schedule 13D/A filed by the Reporting Person with the SEC on December 5, 2024 ("Amendment No. 1"), the Schedule 13D/A filed by the Reporting Person with the SEC on May 12, 2025 ("Amendment No. 2"), the Schedule 13D/A filed by the Reporting Person with the SEC on July 29, 2025 ("Amendment No. 3"), the Schedule 13D/A filed by the Reporting Person with the SEC on September 12, 2025 ("Amendment No. 4"), or the Schedule 13D/A filed by the Reporting Person with the SEC on September 18, 2025 ("Amendment No. 5"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, as applicable. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2.	Identity and Background
(a)	Alpha Capital Anstalt
(b)	Altenbach 8, 9490 Vaduz, Liechtenstein
(c)	N/A
(d)	N/A
(e)	N/A
(f)	Liechtenstein
Item 3.	Source and Amount of Funds or Other Consideration
	N/A
Item 4.	Purpose of Transaction
	Based on sales by the Reporting Person as described in Item 5(c) below, on September 25, 2025, the Reporting Person became the beneficial owner of less than 20% of the Issuer's securities and as a passive investor is no longer required to file Schedule 13Ds. The Reporting Person will commence filing Schedule 13Gs.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person is the beneficial owner of 590,439 Ordinary Shares, no par value, which constitute 15.30% of the outstanding Ordinary Shares of the Issuer. The Reporting Person is also the beneficial owner of Warrants to purchase 6,450 Ordinary Shares and Warrants to purchase 631,579 Ordinary Shares which Warrants contain contractually stipulated 9.99% ownership restrictions.
(b)	The Reporting Person has sole voting and dispositive power of all securities of the Issuer beneficially owned by Reporting Person.
(c)	Date Transaction Quantity Price Total Dollar Amount 9/18/25 Sale 10,000 $2.1390760 $21,390.76 9/19/25 Sale 5,248 $2.1738929 $11,408.59 9/22/25 Sale 5,000 $2.2300000 $11,150.00 9/25/25 Sale 170,753 $2.3649632 $403,824.56 9/26/25 Sale 30,813 $2.2276171 $68,639.57
(d)	No person other than the Reporting Person has the right to receive or power to direct receipt of dividends or the proceeds from the sales of the Ordinary Shares in this Item 5.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	None

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.

Alpha Capital Anstalt

Signature:	/s/ Konrad Ackermann
Name/Title:	Alpha Capital Anstalt By: Konrad Ackermann, Director
Date:	09/29/2025

FAQ

What stake does Alpha Capital Anstalt hold in Brenmiller Energy (BNRG)?

Alpha Capital Anstalt beneficially owns 590,439 ordinary shares, representing 15.30% of the outstanding shares based on 3,859,800 post-reverse split shares.

Why is Alpha Capital changing filings from Schedule 13D to Schedule 13G?

After selling shares in September 2025 the reporting person fell below the 20% ownership threshold and stated it is a passive investor, prompting a move to Schedule 13G.

When and how many shares did Alpha Capital sell in September 2025?

Reported sales occurred on 9/18/25 (10,000), 9/19/25 (5,248), 9/22/25 (5,000), 9/25/25 (170,753), and 9/26/25 (30,813).

Does Alpha Capital hold any warrants in Brenmiller Energy?

Yes. The filer holds warrants to purchase 6,450 ordinary shares and warrants to purchase 631,579 ordinary shares that include contractual 9.99% ownership restrictions.

Who has voting and dispositive power over the reported shares?

The Schedule 13D states the reporting person has sole voting and dispositive power over all securities it beneficially owns.