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

Rhea-AI Filing Summary

Alpha Capital Anstalt filed an amendment to Schedule 13G reporting beneficial ownership of 385,594 ordinary shares of Brenmiller Energy Ltd., representing 9.99% of the class based on 3,859,800 shares outstanding as of September 16, 2025. The filer is organized in Liechtenstein with principal address at Altenbach 8, FL-9490 Vaduz. The filing states Alpha Capital has sole voting and dispositive power over the 385,594 shares and notes a contractual 9.99% ownership restriction that prevents holding more upon full conversion or exercise of its securities. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Insights

Securities Analyst

TL;DR Alpha Capital reports a near-10% stake with sole voting and dispositive power but is contractually restricted to 9.99%.

From a disclosure perspective this is a routine but material Schedule 13G/A: the holding equals 9.99% of the class, which meets the significance threshold requiring public reporting. The filing explicitly states sole voting and dispositive power over 385,594 shares and documents a contractual ownership cap that prevents further beneficial control on conversion/exercise. That cap is important for assessing potential future dilution or control changes because the filer cannot exceed 9.99% under the stated restriction. The filing contains the required certification language and a dated signature from a director.

Corporate Governance Expert

TL;DR This is a standard disclosure by a significant holder; governance impact appears limited by an explicit ownership restriction.

The report shows a concentrated holder with sole voting rights at the 9.99% threshold. For governance analysis, the contractual limit disclosed is key: it indicates the holder is not positioned, under current terms, to increase beyond the reported percentage through conversion/exercise, which constrains immediate control influence. The certification affirms the position is not intended to effect a change in control. All items required on the Schedule 13G/A are present and signed by an authorized director.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Brenmiller Energy Ltd.

(Name of Issuer)

ORDINARY SHARES, NO PAR VALUE PER SHARE

(Title of Class of Securities)

M2R43K362

(CUSIP Number)

09/29/2025

(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

Alpha Capital Anstalt

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

LIECHTENSTEIN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 385,594.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 385,594.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

385,594.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to 5, 7, 9 and 11: Based on 3,859,800 shares outstanding as of September 16, 2025. Note to 10: The aggregate amount in Row 9 represents the maximum amount of shares that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Alpha Capital Anstalt's securities would exceed this restriction.

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: Alpha Capital Anstalt
(b)	Address or principal business office or, if none, residence: Altenbach 8, FL-9490 Vaduz, Liechtenstein
(c)	Citizenship: Liechtenstein
(d)	Title of class of securities: ORDINARY SHARES, NO PAR VALUE PER SHARE
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: 385,594.00
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 385,594.00
	(ii) Shared power to vote or to direct the vote: 0 Shares
	(iii) Sole power to dispose or to direct the disposition of: 385,594.00
	(iv) Shared power to dispose or to direct the disposition of: 0 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	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.

Alpha Capital Anstalt

Signature:	/s/ Konrad Ackermann
Name/Title:	Konrad Ackermann/Director
Date:	09/30/2025