[SCHEDULE 13G] Brenmiller Energy Ltd SEC Filing

Rhea-AI Filing Summary

Brenmiller Energy Ltd. (NASDAQ: BNRG) received a Schedule 13G disclosing that Israeli entrepreneur Itzhak Sela and his wholly-owned holding company A.Y.L Sela (1991) Ltd. collectively hold a meaningful minority position in the company’s ordinary shares.

Ownership details

• A.Y.L Sela (1991) Ltd. beneficially owns 460,489 ordinary shares, equal to 4.1 % of the 11,114,312 shares outstanding.
• Itzhak Sela personally holds 502,572 shares and shares voting/dispositive power over the 460,489 shares held by the company, giving him aggregate beneficial ownership of 962,961 shares (8.7 % of the class).

The filing is made under Rule 13d-1(c) and includes a certification that the securities were not acquired with the purpose or effect of changing or influencing control of the issuer.

Implications for investors

• The sub-10 % stake does not trigger a Schedule 13D activism filing, signalling a passive investment stance.
• An 8.7 % insider position can be viewed as alignment of management and shareholder interests and may reduce free float.
• No transaction prices or additional financing details are provided; the document is strictly an ownership disclosure.

Positive

• Insider Itzhak Sela holds an 8.7 % stake, signalling commitment and potential alignment with shareholders

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider report shows 8.7 % passive stake; limited immediate market impact.

The Schedule 13G confirms that Itzhak Sela, through personal and corporate holdings, owns nearly one-tenth of Brenmiller’s outstanding shares. Because the filing is a 13G (not 13D), it signals a passive intent, so no strategic shift or activist agenda should be inferred. The position size is meaningful but below blocking thresholds; therefore, I view the disclosure as neutral for valuation. It does, however, underline management’s financial commitment, which may marginally bolster investor confidence.

Corporate Governance Expert

TL;DR: Governance neutral; ownership aligns interests but confers no control rights change.

From a governance standpoint, the filing clarifies the distribution of voting and dispositive powers: Sela controls over half a million shares outright and shares control of the remainder with his wholly-owned company. The language certifies no intent to influence control, so existing board composition and shareholder rights remain unaffected. The disclosure meets regulatory transparency standards and removes uncertainty around insider stakes, but it neither enhances nor weakens minority protections.

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).
Item 4.	Ownership
(a)	Amount beneficially owned: A.Y.L Sela (1991) Ltd.: 460,489 Ordinary Shares Itzhak Sela: 962,961 Ordinary Shares
(b)	Percent of class: 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.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: A.Y.L Sela (1991) Ltd.: 0 Ordinary Shares Itzhak Sela: 502,572 Ordinary Shares
	(ii) Shared power to vote or to direct the vote: A.Y.L Sela (1991) Ltd.: 460,489 Ordinary Shares Itzhak Sela: 460,489 Ordinary Shares
	(iii) Sole power to dispose or to direct the disposition of: A.Y.L Sela (1991) Ltd.: 0 Ordinary Shares Itzhak Sela: 502,572 Ordinary Shares
	(iv) Shared power to dispose or to direct the disposition of: A.Y.L Sela (1991) Ltd.: 460,489 Ordinary Shares Itzhak Sela: 460,489 Ordinary 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.

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

FAQ

How many Brenmiller Energy (BNRG) shares does Itzhak Sela beneficially own?

He reports 962,961 ordinary shares, representing 8.7 % of the class.

What percentage of BNRG is held by A.Y.L Sela (1991) Ltd.?

The company owns 460,489 shares, or 4.1 % of shares outstanding.

Did the filing indicate any intent to influence control of Brenmiller Energy?

No. The certification states the shares were not acquired to change or influence control of the issuer.

Which SEC rule governs this Schedule 13G filing?

The report is filed under Rule 13d-1(c), applicable to passive investors exceeding the 5 % threshold.

What is the CUSIP number for Brenmiller Energy’s ordinary shares?

The CUSIP is M2R43K362.