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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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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) |
05/09/2025 (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
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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)
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| 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
1,511,290.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.161 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 7, 9 and 11: Based on 8,806,619 Ordinary Shares issued and outstanding as of April 24, 2025 as disclosed in Post Effective Amendment No. 1 to Form F-1 filed with the Securities and Exchange Commission on May 1, 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
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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. 2 (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"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D and the Amendment No. 1, 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 | |
Item 3 of the Schedule 13D is hereby supplemented as follows:
The information contained in rows 7, 8, 9, 10, 11, 12 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 5 of this Amendment is hereby incorporated by reference in its entirety into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
On August 4, 2024, the Reporting Person entered into a Private Placement Agreement (which Agreement was amended as of November 4, 2024) for the purchase of 1,000,000 Ordinary Shares at a per share price of $1.05 for gross proceeds of $1,050,000. Those 1,000,000 Ordinary Shares were registered on Form F-3 filed with the Securities and Exchange Commission on December 7, 2024 which Form F-3 was declared effective by the Securities and Exchange Commission on December 20, 2024. The sales reported in Item 5(c) below of this Amendment are of a number of those registered Ordinary Shares. The Reporting Person, at any time and from time to time, may acquire additional securities of the Issuer or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. Other than as described above, the Reporting Person does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D, although, depending on the factors disclosed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect therewith at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person is the beneficial owner of 1,511,290 Ordinary Shares, no par value, which constitute 17.161% of the outstanding Ordinary Shares of the Issuer. The Reporting Person is the beneficial owner of Warrants to purchase 32,251 Ordinary Shares. | |
| (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
5/7/25 Sale 6,000 $1.01506 $6,090.36
5/8/25 Sale 5,000 $1.05000 $5,250.00
5/9/25 Sale 10,000 $1.06075 $10,607.50
5/12/25 Sale 10,000 $1.0603 $10,603.00 | |
| (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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