AleAnna Inc-A美股招股说明书(2025-04-22版)

ALEANNA, INC. 11,225,969Shares of Class A Common Stock Issuable UponExercise of Warrants Thisprospectus relates to the issuance by us of up to 11,225,969 shares ofClassA common stock,par value$0.0001 per share,of AleAnna,Inc.(the“Class ACommonStock”)issuable upon exercise of an aggregate of 11,225,969warrants(the“Public Warrants”), each of which is exercisable at a price per share of $11.50 pershare,issued as part of units in the initial public offering of SwiftmergeAcquisition Corp. Tothe extent the Public Warrants are exercised for cash,we will receive cashproceeds from the exercise of the Public Warrants. See “Description of Securities.”We believe the likelihood that the holders of the Public Warrants will exercise theirPublicWarrants,and therefore the amount of cash proceeds that we would receive,isdependentupon the trading price of our ClassACommon Stock.If the trading priceforour ClassACommon Stock is less than$11.50 per share,we believe holders ofour Public Warrants are unlikely to exercise their Public Warrants. Conversely, theseholders are more likely to exercise their Public Warrants the higher the price of ourClassA Common Stock is above $11.50 per share. Youshouldcarefullyreadthisprospectusandanyapplicableprospectussupplementbefore you invest in our securities.The sale or the possibility of saleof the ClassA Common Stock being offered pursuant to this prospectus may negativelyimpact the market price of the ClassA Common Stock and Public Warrants. TheClassACommon Stock being offered for sale in this prospectus representsapproximately 14.4% of our total outstanding ClassA Common Stock on a fully dilutedbasis(assuming the issuance of all shares of ClassACommon Stock issuable uponexerciseof the Public Warrants and upon exchange of all outstanding Class C HoldCoUnitsandClassCCommon Stock(each as defined herein)),as of the date of thisprospectus.The sale of all the securities being offered in this prospectus couldresultin a significant decline in the public trading price of our ClassACommonStock.See“Risk Factors—Future resales of our Class A Common Stock may causethemarket price of our ClassACommon Stock to drop significantly,even if theCompany’s business is doing well.” Our ClassA Common Stock and the Public Warrants are listed on Nasdaq under thesymbols“ANNA”and“ANNAW”,respectively.On April 21,2025,the last reportedsalesprice of the Class A Common Stock was$12.99 per share,and the last reportedsalesprice of our Public Warrants was$0.4499 per Public Warrant.We are an“emerginggrowth company”and a“smaller reporting company”as defined under theU.S.federal securities laws and,as such,may elect to comply with certain reducedpublic company reporting requirements for this and future filings. See“Risk Factors”beginning on page 9 to read about factors youshouldconsider before investing in shares of our ClassACommon Stock. Neitherthe Securities and Exchange Commission nor any state securitiescommissionhas approved or disapproved of these securities or passed upontheaccuracy or adequacy of this prospectus.Any representation to thecontraryis a criminal offense. Thedate of this prospectus is April 22,2025 TABLEOF CONTENTS PageABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiiTRADEMARKS, SERVICE MARKS AND TRADE NAMESiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivGLOSSARY OF SELECTED INDUSTRY TERMSviPROSPECTUS SUMMARY1RISK FACTORS9USE OF PROCEEDS37MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY38MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS39BUSINESS53MANAGEMENT76EXECUTIVE COMPENSATION84CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS87SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS91DESCRIPTION OF SECURITIES92SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES102PLAN OF DISTRIBUTION104LEGAL MATTERS105CHANGE IN ACCOUNTANTS105EXPERTS106WHERE YOU CAN FIND ADDITIONAL INFORMATION106INDEX TO FINANCIAL STATEMENTSF-1i ABOUTTHIS PROSPECTUS Thisprospectus is part of a registration statement on FormS-1 that we filedwith the Securities and Exchange Commission (the “SEC”). This prospectus relates totheissuance by us of shares of Class A Common Stock issuable upon the exercise ofthe Public Warrants. We have not authorized anyone to provide you with any information or to make anyrepresentationsother than those contained in this prospectus or any applicableprospectus supplement or any free writing prospectuses prepared by or on behalf of usorto which we have referred you.We do not take any responsibility for,or provideanyassurance 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 wherethe offer or sale is not permitted. Wemay also provide a prospectus supplement or post-effective amendment to theregistrationstatement to add information to,or update or change informationcontainedin,this prospectus.You should read both t