AleAnna, Inc. Completes Acquisition, Changes Accountant

Ticker: ANNAW · Form: 8-K · Filed: Dec 19, 2024 · CIK: 1845123

Sentiment: neutral

Topics: acquisition, change-in-accountant, corporate-action

TL;DR

AleAnna (formerly Swiftmerge) bought assets from 01 Energy & Transportation on 12/13/24, plus accounting changes.

AI Summary

On December 13, 2024, AleAnna, Inc. (formerly Swiftmerge Acquisition Corp.) completed the acquisition of assets from 01 Energy & Transportation. The filing also disclosed changes in the company's certifying accountant and material modifications to security holder rights.

Why It Matters

This 8-K filing indicates significant corporate activity for AleAnna, Inc., including an acquisition and changes in its accounting oversight, which could impact its financial reporting and strategic direction.

Risk Assessment

Risk Level: medium — The filing details a change in certifying accountant and potential modifications to security holder rights, which can introduce uncertainty.

Key Players & Entities

FAQ

What specific assets were acquired from 01 Energy & Transportation?

The filing does not specify the exact assets acquired from 01 Energy & Transportation, only that an acquisition of assets was completed.

Who is AleAnna, Inc.'s new certifying accountant?

The filing indicates a change in the registrant's certifying accountant but does not name the new accountant.

When did AleAnna, Inc. change its name from Swiftmerge Acquisition Corp.?

The date of the name change from Swiftmerge Acquisition Corp. to AleAnna, Inc. was February 8, 2021.

What is AleAnna, Inc.'s primary business sector?

AleAnna, Inc. is in the Crude Petroleum & Natural Gas sector, with SIC code 1311.

What is the business address of AleAnna, Inc.?

The business address is 300 Crescent Court, Suite 1860, Dallas, TX 75201.

Filing Stats: 4,519 words · 18 min read · ~15 pages · Grade level 19 · Accepted 2024-12-18 20:05:24

Key Financial Figures

Filing Documents

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. Amended and Restated Limited Liability Company Agreement of HoldCo On the Closing Date, HoldCo's existing limited liability company agreement was amended and restated (the " A&R LLC Agreement ") to, among other things, reflect the Business Combination. Pursuant to the A&R LLC Agreement, Surviving PubCo serves as the sole managing member of HoldCo. The A&R LLC Agreement provides among other things, that each Class C HoldCo Unit will be exchangeable, subject to certain conditions, for one share of Surviving PubCo Class A Common Stock, and a corresponding share of Surviving PubCo Class C Common Stock will be cancelled in connection with such exchange, pursuant to and in accordance with the terms of the A&R LLC Agreement. The foregoing description of the A&R LLC Agreement is not complete and is qualified in its entirety by reference to the copy of the A&R LLC Agreement filed as Exhibit 10.15 hereto, which is incorporated herein by reference. A&R Registration Rights Agreement On the Closing Date, that certain Registration and Shareholder Rights Agreement, dated December 17, 2021 (the " IPO Registration Rights Agreement "), was amended and restated by Surviving PubCo, Swiftmerge Holdings, LP, a Delaware limited partnership (the "Sponsor"), Nautilus Resources LLC, a Delaware limited liability company, and certain persons holding securities of Swiftmerge prior to the Closing (collectively, the " Reg Rights Holders ") (as amended and restated, the " A&R Registration Rights Agreement "). Pursuant to the A&R Registration Rights Agreement, within 60 days after Closing, Surviving PubCo shall use its commercially reasonable efforts to file with the Securities and Exchange Commission (the " SEC ") (at Surviving PubCo's sole cost and expense) a registration

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. In addition, the material terms of the Business Combination are described in greater detail in the section of the Proxy Statement/Prospectus titled "The Business Combination Proposal—The Merger Agreement" beginning on page 147, which information is incorporated herein by reference. 2 FORM 10 INFORMATION Prior to the Closing, Surviving PubCo was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), with no operations and was formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, Surviving PubCo became a holding company whose only assets consist of equity interests in HoldCo. The information provided below relates to Surviving PubCo after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking This Current Report on Form 8-K, including the information incorporated herein by reference, contains "forward-looking statements". Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "future," "intend," "may," "opportunity," "plan," "project," "seek," "should," "strategy," "will," "will likely result," "would" and other similar words and expressions. Forward-looking statements may relate to the benefits of the Business Combination, the anticipated benefits of the Business Combination, AleAnna's future financial performance following the Business Combination, as well as AleAnna's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of mana

Forward-looking statements speak only as of the

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Surviving PubCo assumes no obligation and does not intend to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. Surviving PubCo gives no assurance that it will achieve its expectations. 3 Business and Properties The information set forth in the section of the Proxy Statement/Prospectus titled "AleAnna's Business" beginning on page 224 is incorporated herein by reference.

Risk Factors

Risk Factors The information set forth in the section of the Proxy Statement/Prospectus titled "Risk Factors" beginning on page 70 is incorporated herein by reference. Financial Information Unaudited Condensed Consolidated Interim Financial The unaudited condensed consolidated interim financial 99.1 hereto have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to SEC regulations. The unaudited condensed consolidated interim financial statements reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of AleAnna Energy, LLC's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated interim financial statements should be read in conjunction with the historical audited financial statements of AleAnna Energy, LLC as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022, and the related notes, included in the Proxy Statement/Prospectus, which are incorporated by reference herein. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information of Surviving PubCo as of and for the nine months ended September 30, 2024 and for the year ended December 31, 2023 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

Management's Discussion and Analysis

Management's Discussion and Analysis of Financial Condition The information set forth in the section of the Proxy Statement/Prospectus titled "Management's Discussion and Analysis of Financial Condition and Results of Operations of AleAnna" beginning on page 246 is incorporated herein by reference. The Management's Discussion and Analysis of Financial Condition and Results of Operations of AleAnna Energy, LLC for the nine months ended September 30, 2024 and 2023 is included in Exhibit 99.3 hereto and incorporated herein by reference.

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial The following table sets forth information known to Surviving PubCo regarding beneficial ownership of Surviving PubCo shares as of the Closing Date, following the public share redemptions and the Merger, by: each person known by Surviving PubCo who will be the beneficial owner of more than 5% of the outstanding Surviving PubCo Class A Common Stock or Surviving PubCo Class C Common Stock that may be exchanged immediately following the consummation of the Business Combination; each of Surviving PubCo's executive officers and directors; and all of Surviving PubCo's executive officers and directors as a group. Except as otherwise noted herein, the number and percentage of Surviving PubCo Class A Common Stock and Surviving PubCo Class C Common Stock beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial Stock as to which the holder has sole or shared voting power or investment power and also any Surviving PubCo Surviving PubCo Class A Common Stock which the holder has the right to acquire within 60 days of through the exercise of any option, warrant or any other right, including shares of non-economic voting Surviving PubCo Class C Common Stock that may be exchanged, together with Class C HoldCo Units, for Surviving PubCo Class A Common Stock. Shares subject to warrants that are currently exercisable or exercisable within 60 days of the Closing Date are considered outstanding and beneficially owned by the person holding such warrants for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. 4 Unless otherwise indicated and subject to community property laws an

Executive Compensation and Director Compensation

Executive Compensation and Director Compensation The compensation of AleAnna Energy, LLC's named executive officers before the consummation of the Business Combination is described in the Proxy Statement/Prospectus in the section titled "Executive and Director Compensation of AleAnna" beginning on page 295, which information is incorporated herein by reference. The compensation of the managers who served on AleAnna Energy, LLC's board of managers before the consummation of the Business Combination is described in the Proxy Statement/Prospectus in the section titled "Executive and Director Compensation of AleAnna" beginning on page 295, which information is incorporated herein by reference. In connection with the Business Combination, Surviving PubCo expects to adopt a new executive compensation program as well as a non-employee director compensation program, both of which will be designed to provide competitive compensation necessary to attract and retain high quality executive officers and non-employee directors and to encourage ownership of Company stock to further align their interests with those of Surviving PubCo's stockholders. Certain Relationships and Related Transactions The information set forth in the section of the Proxy Statement/Prospectus titled "Certain Relationships and Related Party Transactions" beginning on page 303 and the information in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Director Independence After the Closing, Nautilus Resources LLC and its affiliates under common control beneficially own a majority of the voting power of all outstanding shares of Surviving PubCo's common stock. As a result, Surviving PubCo is a "controlled company" within the meaning of the Nasdaq Listing Rules. Under the Nasdaq Listing Rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a "controlled company" and may elect not to

Legal Proceedings

Legal Proceedings Information about legal proceedings is set forth in the section of the Proxy Statement/Prospectus titled "AleAnna's Business—Legal Proceedings" on page 244, which information is incorporated herein by reference. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters Following the Closing, on December 16, 2024, the Surviving PubCo Class A Common Stock and Surviving PubCo Warrants were listed on the Nasdaq under the symbols "ANNA" and "ANNAW," respectively. The public units of Swiftmerge automatically separated into the component securities upon consumma

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