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

Rhea-AI Filing Summary

Alpha Capital Anstalt reports beneficial ownership of 875,852 ordinary shares of Brenmiller Energy Ltd., representing 22.6916% of the outstanding shares (based on 3,859,800 post-reverse split ordinary shares). The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares; those warrants include a contractual 9.99% ownership restriction and are excluded from the percentage calculation. The filing discloses three recent sales on 9/5/2025, 9/10/2025 and 9/11/2025 totaling 57,985 shares at prices between $2.176 and $2.241, with aggregate proceeds shown for each trade. The reporting person has sole voting and dispositive power over the disclosed shares.

Positive

• Material stake disclosed: 875,852 shares representing 22.6916% of outstanding shares provides clear transparency on ownership.
• Sole voting and dispositive power: The filer controls voting and disposition of the reported shares, clarifying governance influence.
• Warrants disclosed with restrictions: Warrants to purchase 6,450 and 631,579 shares include a contractual 9.99% ownership restriction, clarifying conversion limits.

Negative

• Recent sales reported: The filer sold a total of 57,985 shares across 9/5/2025, 9/10/2025 and 9/11/2025 with proceeds disclosed per trade.
• Warrants excluded from ownership percentage: Warrants are excluded from the 22.6916% calculation due to a contractual cap, which may complicate assessment of potential future ownership if exercised.

Insights

Financial Analyst

TL;DR: Holder reports a material 22.69% stake and recent small sales over three days; ownership and voting control are clear.

Alpha Capital Anstalt's disclosed 22.6916% stake is material for shareholders because it places the filer among the largest holders of Brenmiller Energy Ltd. The filing clearly states sole voting and dispositive power over 875,852 shares and documents warrant positions subject to a 9.99% cap, which clarifies potential dilution or conversion limits. The three disclosed sales (57,985 shares total) are transparent; their economic scale relative to the entire stake is documented but the filing does not state intent beyond the transactions themselves.

Corporate Governance Expert

TL;DR: Governance implications are straightforward: a single holder with sole control of a material stake and restricted warrants; no agreements or changes in purpose reported.

The Schedule 13D/A shows Alpha Capital holds sole voting power, which can influence corporate decisions. The presence of contractual 9.99% ownership restrictions in the warrants is important for governance and potential voting dilution scenarios. The amendment does not disclose new arrangements, agreements or changes in purpose; it updates holdings and recent sales only, maintaining disclosure compliance without indicating new strategic commitments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

09/10/2025

(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 875,852.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 875,852.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

875,852.00

12

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

13

Percent of class represented by amount in Row (11)

22.6916 %

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 10, 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. 4 (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"), or the Schedule 13D/A filed by the Reporting Person with the SEC on July 29, 2025 ("Amendment No. 3"). 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 and Amendment No. 3, 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
	N/A
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person is the beneficial owner of 875,852 Ordinary Shares, no par value, which constitute 22.6916% 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 9/5/25 Sale 30,368 $2.241091 $68,057.45 9/10/25 Sale 10,081 $2.2151205 $22,330.63 9/11/25 Sale 17,536 $2.17599 $38,158.13
(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:	09/11/2025

FAQ

How many Brenmiller Energy (BNRG) shares does Alpha Capital Anstalt beneficially own?

Alpha Capital Anstalt beneficially owns 875,852 ordinary shares, equal to 22.6916% of outstanding shares (based on 3,859,800 post-reverse split ordinary shares).

Did Alpha Capital Anstalt sell any BNRG shares recently and for how much?

Yes. The filing discloses three sales: on 9/5/2025 30,368 shares at $2.241091; on 9/10/2025 10,081 shares at $2.2151205; and on 9/11/2025 17,536 shares at $2.17599.

Does Alpha Capital have voting control over its reported shares in BNRG?

Yes. The filing states the reporting person has sole voting and dispositive power over all securities beneficially owned.

Are there warrants associated with Alpha Capital's position in BNRG?

Yes. The filer holds warrants to purchase 6,450 and 631,579 ordinary shares, which contain a contractual 9.99% ownership restriction and are excluded from the percentage calculation.

What is the issuer's principal executive office address listed in the filing?

The issuer's principal executive offices are listed as 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, Israel 4809249.