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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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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) |
SCHEDULE 13D
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| 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)
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| 6 | Citizenship or place of organization
LIECHTENSTEIN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
22.6916 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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.
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