[SCHEDULE 13G] Brenmiller Energy Ltd. SEC Filing

Rhea-AI Filing Summary

Alpha Capital Anstalt reported beneficial ownership of 590,439 ordinary shares of Brenmiller Energy Ltd., representing 15.30% of the class based on 3,859,800 shares outstanding as of September 16, 2025. The filing states Alpha Capital has sole voting and dispositive power over the 590,439 shares and identifies Liechtenstein as its place of organization.

The filing also states the reported aggregate represents the maximum shares Alpha Capital can beneficially control under a contractually stipulated 9.99% ownership restriction, and that full conversion or exercise of its securities would exceed that restriction. The statement is filed on Schedule 13G and includes a certification that the holdings are not intended to influence control of the issuer.

Positive

• Clear disclosure of beneficial ownership amounting to 590,439 shares
• Substantial stake representing 15.30% of the class based on 3,859,800 shares outstanding
• Sole voting and dispositive power is explicitly reported, providing transparency on control of the reported shares
• Certification included stating holdings are not intended to influence control, consistent with Schedule 13G filing requirements

Negative

• Contractual 9.99% ownership restriction limits the maximum shares Alpha Capital can beneficially control
• Full conversion or exercise of Alpha Capital’s securities would exceed the stated ownership restriction, indicating constrained flexibility

Insights

Financial Analyst

TL;DR: A materially large disclosed stake (15.3%) with sole control of shares, but limited by a contractual 9.99% ownership cap.

The filing documents a significant passive stake in Brenmiller Energy of 590,439 shares equal to 15.30% of the outstanding class, with Alpha Capital holding sole voting and dispositive power. The disclosure that the aggregate reflects the maximum controllable amount under a contractual 9.99% restriction is critical: it indicates potential limits on additional ownership or conversion activity. For investors, this clarifies ownership concentration and potential dilutive/convertible instrument constraints, but does not state any intent to change control.

Corporate Governance Expert

TL;DR: Significant beneficial ownership disclosed correctly, with an explicit certification denying intent to influence control.

The Schedule 13G is formatted to reflect passive investor status, including the required certification that the securities were not acquired to influence control. The filing details sole voting and dispositive power over the reported shares and identifies the filer and jurisdiction. The contractual 9.99% ownership restriction and note that full conversion/exercise would exceed that restriction are governance-relevant, as they limit the filer’s effective control and potential for rapid position increases through conversion.

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 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 590,439.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 590,439.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

590,439.00

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)

15.30 %

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: 590,439.00
(b)	Percent of class: 15.30%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 590,439.00
	(ii) Shared power to vote or to direct the vote: 0 Shares
	(iii) Sole power to dispose or to direct the disposition of: 590,439.00
	(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:	09/29/2025

FAQ

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

Alpha Capital Anstalt reports beneficial ownership of 590,439 shares, equal to 15.30% of the class based on 3,859,800 shares outstanding as of September 16, 2025.

Does Alpha Capital have voting control over the reported shares?

Yes. The filing states Alpha Capital has sole voting power and sole dispositive power over the 590,439 shares.

Is Alpha Capital claiming intent to influence control of Brenmiller Energy?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Are there limitations on Alpha Capital’s ability to increase its ownership?

Yes. The filing notes a contractual 9.99% ownership restriction, and that full conversion/exercise of its securities would exceed that restriction.

Where is Alpha Capital Anstalt organized and what address is listed?

Alpha Capital Anstalt is organized in Liechtenstein with a principal office at Altenbach 8, FL-9490 Vaduz, Liechtenstein.