AleAnna Inc-A 2026年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM ___________ TO __________COMMISSION FILE NUMBER: 001-41164 AleAnna, Inc.(Exact name of registrant as specified in its charter) 98-1582153 300 Crescent Court, Suite 1860Dallas, TX 75201(Address of principal executive offices) (469)398-2200(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ As of August 7, 2026, 40,940,000 shares of Class A common stock,par value $0.0001 per share, and 25,994,400 shares of Class Ccommon stock, par value $0.0001 per share, of the registrant were outstanding. Table of Contents PART I FINANCIAL INFORMATION1Item 1. Condensed Consolidated Financial Statements (Unaudited)Balance Sheets1Statements of Operations and Comprehensive Income (Loss)2Statements of Changes in Stockholders’ Equity3Statements of Cash Flows4Notes to the Condensed Consolidated Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations14Item 3. Quantitative and Qualitative Disclosures About Market Risk28Item 4. Controls and Procedures28PART II OTHER INFORMATION29Item 1. Legal Proceedings29Item 1A. Risk Factors29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds29Item 3. Defaults Upon Senior Securities29Item 4. Mine Safety Disclosures29Item 5. Other Information29Item 6. Exhibits30Signatures31 PART I: FINANCIAL INFORMATION: ALEANNA, INC.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE QUARTER ENDED JUNE 30, 2026 NOTE 1 – BUSINESS OVERVIEW AND BASIS OF PRESENTATION AleAnna, Inc. (together with its subsidiaries, the “Company” or “AleAnna”), a Delaware corporation, was formed on December13, 2024, in connection with the Business Combination (as defined below). AleAnna Inc. is comprised of wholly owned subsidiariesAleAnna Energy, LLC, AleAnna Resources, LLC, AleAnna Italia S.p.A. (“AleAnna Italia”) and AleAnna Renewable Energy S.r.L.(“AleAnna Renewable”). AleAnna Renewable is comprised of various subsidiaries that hold its renewable natural gas assets (the“RNG Subsidiaries”). Business Combination On December 13, 2024 (the “Closing Date”), AleAnna consummated its business combination pursuant to that certain Agreementand Plan of Merger (as amended by that certain First Amendment to the Merger Agreement, dated as of October 8, 2024, the “MergerAgreement”), dated June 4, 2024, by and among Swiftmerge Acquisition Corp., a Cayman Islands exempted company (“Swiftmerge”),Swiftmerge HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Swiftmerge (“HoldCo”), SwiftmergeMerger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of HoldCo and AleAnna Energy, LLC, aDelaware limited liability company (the “Merger”). Immediately upon the completion of the Business Combination, Swiftmerge wasrenamed to AleAnna, Inc. AleAnna is a holding company and its organizational structure is commonly referred to as an umbrella partnership C corporation(or “Up-C”) structure, it is dependent upon distributions from HoldCo to pay taxes, and cover its corporate and other overheadexpenses. AleAnna is the sole manager of and controls Holdco. Prior to the Business Combination, and up to the Closing Date, Sw