AleAnna Inc-A美股招股说明书(2026-05-08版)

ALEANNA, INC. 11,150,543 Shares of ClassA Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of up to 11,150,543shares of ClassA common stock, parvalue $0.0001 per share (the “ClassA Common Stock”), of AleAnna, Inc. (“AleAnna,” the “Company,” “we,”“us” or “our”) issuable upon exercise of an aggregate of 11,150,543 warrants (the “Public Warrants”), each ofwhich is exercisable at a price per share of $11.50 per share, issued as part of units in the initial public offeringof 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 ClassA Common Stock. If the trading price for our ClassA CommonStock is less than $11.50 per share, we believe holders of our Public Warrants are unlikely to exercise theirPublic Warrants. Conversely, these holders are more likely to exercise their Public Warrants the higher the priceof our ClassA Common Stock is above $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 ClassA Common Stock being offered pursuant to thisprospectus may negatively impact the market price of the ClassA Common Stock and Public Warrants. The ClassA Common Stock being offered for sale in this prospectus represents approximately 14.3% ofour total outstanding ClassA Common Stock on a fully diluted basis (assuming the issuance of all shares ofClassA Common Stock issuable upon exercise of the Public Warrants and upon exchange of all outstandingClassC HoldCo Unitsand ClassC 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 ClassA Common Stock. See the section titled “Risk Factors” contained in this prospectusfor additional information. Our ClassA Common Stock and the Public Warrants are listed on Nasdaq under the symbols “ANNA”and “ANNAW”, respectively. On May 7, 2026, the last reported sales price of the ClassA Common Stock was$3.14 per share, and the last reported sales price of our Public Warrants was $0.33 per Public Warrant. We arean “emerging growth company” and a “smaller reporting company” as defined under the U.S.federal securitieslaws and, as such, may elect to comply with certain reduced public company reporting requirements for this andfuture filings. See “Risk Factors” beginning on page 5 and “Item1A—Risk Factors” of our most recent AnnualReport on Form10-K and our subsequently filed Quarterly Reports on 10-Q that are incorporated byreference in this prospectus to read about factors you should consider before investing in shares of ourClassA 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 May 8, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiTHE BUSINESS COMBINATIONiiGLOSSARY OF SELECTED INDUSTRY TERMSiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF SECURITIES7PLAN OF DISTRIBUTION17LEGAL MATTERS18EXPERTS18WHERE YOU CAN FIND ADDITIONAL INFORMATION18INCORPORATION BY REFERENCE19i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and ExchangeCommission (the “SEC”) using a “shelf” registration process. This prospectus relates to the issuance by us ofshares of ClassA Common 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 any responsibilityfor, or provide any assurance as to the reliability of, any other information that others may give you. We are notmaking an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. 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 sections of this