AleAnna Inc-A美股招股说明书(2025-01-23版)

ALEANNA, INC. 11,250,000 Shares of Class A Common Stock Issuable Upon Exercise ofWarrants This prospectus relates to the issuance by us of up to 11,250,000 shares of Class A common stock, parvalue $0.0001 per share, of AleAnna, Inc. (the “Class A Common Stock”) issuable upon exercise of anaggregate of 11,250,000 warrants (the “Public Warrants”), each of which is exercisable at a price per share of$11.50 per share, issued as part of units in the initial public offering of Swiftmerge Acquisition Corp. To the extent the Public Warrants are exercised for cash, we will receive cash proceeds from the exerciseof the Public Warrants. See “Description of Securities.” We believe the likelihood that the holders of the PublicWarrants will exercise their Public Warrants, and therefore the amount of cash proceeds that we would receive,is dependent upon the trading price of our Class A Common Stock. If the trading price for our Class ACommon Stock is less than $11.50 per share, we believe holders of our Public Warrants are unlikely to exercisetheir Public Warrants. Conversely, these holders are more likely to exercise their Public Warrants the higher theprice of our Class A Common Stock is above $11.50 per share. The closing price of our Class A CommonStock on The Nasdaq Capital Market (“Nasdaq”), on January 22, 2025 was below the Public Warrant exerciseprice of $11.50 per share. You should carefully read this prospectus and any applicable prospectus supplement before you invest inour securities. The sale or the possibility of sale of the Class A Common Stock being offered pursuant to thisprospectus may negatively impact the market price of the Class A Common Stock and Public Warrants. The Class A Common Stock being offered for sale in this prospectus represents approximately 14.5% ofour total outstanding Class A Common Stock on a fully diluted basis (assuming the issuance of all shares ofClass A Common Stock issuable upon exercise of the Public Warrants and upon exchange of all outstandingClass C HoldCo Units and Class C Common Stock (each as defined herein)), as of the date of this prospectus.The sale of all the securities being offered in this prospectus could result in a significant decline in the publictrading price of our Class A Common Stock. See “Risk Factors — Future resales of our Class A CommonStock may cause the market price of our Class A Common Stock to drop significantly, even if the Company’sbusiness is doing well.” Our Class A Common Stock and the Public Warrants are listed on Nasdaq under the symbols “ANNA”and “ANNAW”, respectively. On January 22, 2025, the last reported sales price of the Class A Common Stockwas $11.45 per share, and the last reported sales price of our Public Warrants was $0.2257 per Public Warrant.We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federalsecurities laws and, as such, may elect to comply with certain reduced public company reporting requirementsfor this and future filings. See “Risk Factors” beginning on page 7to read about factors you should consider before investingin shares of our Class A Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is January 23, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities andExchange Commission (the “SEC”). This prospectus relates to the issuance by us of shares of Class ACommon Stock issuable upon the exercise of the Public Warrants. We have not authorized anyone to provide you with any information or to make any representations otherthanthose contained in this prospectus or any applicable prospectus supplement or any free writingprospectuses prepared by or on behalf of us or to which we have referred you. We do not take anyresponsibility for, or provide any assurance as to the reliability of, any other information that others may giveyou. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted. We may also provide a prospectus supplement or post-effective amendment to the registration statementto add information to, or update or change information contained in, this prospectus. You should read both thisprospectus and any applicable prospectus supplement or post-effective amendment to the registration statementtogether with the additional information to which we refer you in the section of this prospectus titled “WhereYou Can Find Additional Information.” THE BUSINESS COMBINATION On December 13, 2024 (the “Closing Date”), AleAnna, Inc. (f/k/a Swiftmerge Acquisition Corp.)(“AleAnna”, the “Company” and, prior to the Closing Date, “Swiftmerge” or “SPAC”) consummated thepreviously announced business