SCHEDULE: Alpha Capital Reduces Brenmiller Stake Below 20%

Alpha Capital Anstalt has reduced its beneficial ownership in Brenmiller Energy Ltd. to 15.30%, transitioning to a passive investor role and shifting to Schedule 13G filings.

Summary

• Alpha Capital Anstalt filed Amendment No. 6 to its Schedule 13D for Brenmiller Energy Ltd.
• The reporting person's beneficial ownership decreased to 590,439 Ordinary Shares, representing 15.30% of the outstanding shares.
• This reduction is due to a series of sales totaling 221,814 shares between September 18, 2025, and September 26, 2025, generating aggregate proceeds of $516,013.48.
• As a result of holding less than 20% of the Issuer's securities, Alpha Capital Anstalt will now file Schedule 13Gs, indicating a passive investment stance.
• The total outstanding Ordinary Shares of Brenmiller Energy Ltd. were 3,859,800 as of September 16, 2025.
• Alpha Capital Anstalt also holds Warrants to purchase 6,450 Ordinary Shares and Warrants to purchase 631,579 Ordinary Shares, subject to a 9.99% ownership restriction.

Sentiment

Score: 5

Explanation: The filing is neutral in its direct impact on the company's operations or financial performance. It primarily reflects a change in a major investor's position and reporting status. While a reduction in stake by a large investor can be perceived negatively, the transition to a passive role might also reduce perceived activist pressure.

Positives

• Alpha Capital Anstalt's transition to a passive investor role may reduce perceived activist pressure on Brenmiller Energy Ltd.
• The sales by Alpha Capital Anstalt were executed at prices ranging from $2.1390760 to $2.3649632 per share, indicating liquidity for the shares.

Negatives

• A significant institutional investor, Alpha Capital Anstalt, has reduced its stake, potentially signaling a lack of conviction or a strategic portfolio rebalancing.
• The sale of 221,814 shares by a major holder could exert downward pressure on the stock price, especially if the market interprets it negatively.

Risks

• The reduction in a significant investor's stake could be perceived negatively by the market, potentially impacting investor confidence and share price.
• Future sales by Alpha Capital Anstalt, even as a passive investor, could continue to add selling pressure.

Future Outlook

Alpha Capital Anstalt intends to continue its investment in Brenmiller Energy Ltd. as a passive investor, shifting its reporting obligations from Schedule 13D to Schedule 13G.

Industry Context

This filing reflects a common occurrence where a significant investor adjusts its stake in a company, often due to portfolio rebalancing or a change in investment strategy. The transition from an active (13D) to a passive (13G) filing status indicates that Alpha Capital Anstalt no longer seeks to influence or control the management or policies of Brenmiller Energy Ltd., which can be viewed as either a reduction in investor confidence or simply a strategic shift by the investor.

Stakeholder Impact

• Shareholders: May experience increased selling pressure due to Alpha Capital Anstalt's reduced stake and potential future sales. The shift to passive investor status might also alter market perception of institutional support.
• Management: May face less direct influence or oversight from Alpha Capital Anstalt, allowing for potentially greater autonomy in strategic decisions.

Next Steps

• Alpha Capital Anstalt will commence filing Schedule 13Gs for its holdings in Brenmiller Energy Ltd.

Key Dates

Recommendation

The filing indicates a significant investor, Alpha Capital Anstalt, has reduced its stake in Brenmiller Energy Ltd. and transitioned to a passive investment role. While this could signal a lack of strong conviction or portfolio rebalancing, it doesn't inherently suggest a fundamental deterioration of the company's prospects. The sales occurred over several days at varying prices, and the remaining stake is still substantial. Investors should hold to observe how the market reacts to this change in ownership structure and await further operational or financial updates from Brenmiller Energy Ltd. before making a definitive buy or sell decision.

Keywords

Brenmiller Energy, Alpha Capital Anstalt, Schedule 13D/A, Shareholding, Beneficial Ownership, Passive Investor, Stock Sales, SEC Filing, M2R43K362, Warrants