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

Rhea-AI Filing Summary

Alpha Capital Anstalt reports beneficial ownership of 812,353 ordinary shares of Brenmiller Energy Ltd., representing 21.0465% of the outstanding shares on a post-reverse-split basis. The filer also holds warrants to purchase 6,450 and 631,579 ordinary shares that include a contractually stipulated 9.99% ownership restriction. The amendment discloses recent open-market sales of ordinary shares in several transactions and confirms the reporting person retains sole voting and dispositive power over the reported shares.

Positive

• Material stake disclosed: Ownership of 812,353 shares equals 21.0465% of outstanding ordinary shares
• Sole voting and dispositive power: Reporting person controls voting and sale decisions for the reported shares
• Warrants noted but restricted: Warrants exist but include a contractual 9.99% ownership restriction

Negative

• Open-market sales disclosed: Multiple sales were executed, reducing the position by discrete amounts
• Warrants limited: Contractual ownership caps on warrants restrict the ability to increase stake via exercise above 9.99%

Insights

Financial Analyst

TL;DR: Holder remains a large shareholder at ~21.0% while executing modest open-market sales; warrants are restricted below 10%.

The reporting person holds a material minority stake of 21.0465% and maintains sole voting and dispositive authority, which can influence shareholder dynamics. Recent disclosed sales total a modest portion of the position and provide liquidity while leaving the substantial stake intact. The presence of warrants with contractual 9.99% ownership limits constrains potential immediate dilution or additional control through exercise, keeping the reported equity percentage relatively stable unless contractual terms change.

Corporate Governance Expert

TL;DR: A significant single shareholder remains active but constrained by warrant ownership limits; governance influence persists.

Alpha Capital's reported >20% holding is sufficiently large to affect corporate governance considerations, including voting outcomes and potential board influence. The filing shows sole control over the reported shares, which matters for engagement and coalition building. Contractual restrictions on warrants cap immediate increases in ownership above 9.99% from those instruments, which limits abrupt shifts in voting power from warrant exercises.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

09/16/2025

(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 812,353.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 812,353.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

812,353.00

12

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

13

Percent of class represented by amount in Row (11)

21.0465 %

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. 5 (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"), or the Schedule 13D/A filed by the Reporting Person with the SEC on September 12, 2025 ("Amendment No. 4"). 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 and Amendment No. 4, 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 812,353 Ordinary Shares, no par value, which constitute 21.0465% 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 9/12/25 Sale 20,000 $2.199472 $43,989.44 9/15/25 Sale 17,225 $2.2226589 $38,285.30 9/16/25 Sale 14,583 $2.2028818 $32,124.63 9/17/25 Sale 11,691 $2.1556325 $25,201.50
(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:	09/17/2025

FAQ

How many Brenmiller Energy (BNRG) shares does Alpha Capital Anstalt report owning?

Alpha Capital Anstalt reports beneficial ownership of 812,353 ordinary shares, representing 21.0465% of outstanding shares.

Does Alpha Capital have voting control over the shares it reports?

Yes. The filing states the reporting person has sole voting and dispositive power over the reported shares.

Were any recent transactions disclosed in the Schedule 13D/A?

Yes. The amendment discloses several open-market sales of ordinary shares executed in multiple transactions, with specific quantities and prices provided in the filing.

Does Alpha Capital hold warrants related to BNRG, and are there restrictions?

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

Is this filing an initial disclosure or an amendment?

This submission is an Amendment (No. 5) to a previously filed Schedule 13D, updating prior disclosures.