SEC Comment Letter 0000000000-23-003421 to AleAnna, Inc. (ANNA, ANNAW) (CIK 0001845123) (ANNA)
AleAnna, Inc. (ANNA, ANNAW) (CIK 0001845123)
Date: April 5, 2023 · CIK: 0001845123 · Accession: 0000000000-23-003421
AI Filing Summary & Sentiment
File numbers found in text: 001-41164
Letter
United States securities and exchange commission logo April 5, 2023 John S. Bremner Chief Executive Officer Swiftmerge Acquisition Corp. 4318 Forman Ave. Toluca Lake, CA 91602 Re:Swiftmerge Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed on April 3, 2023 File No. 001-41164 Dear John S. Bremner: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameJohn S. Bremner Comapany NameSwiftmerge Acquisition Corp. April 5, 2023 Page 2 FirstName LastName John S. Bremner Swiftmerge Acquisition Corp. April 5, 2023 Page 2
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Joseph Ambrogi at 202-551-4821 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Matthew R. Pacey, Esq.
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United States securities and exchange commission logo
April 5, 2023
John S. Bremner
Chief Executive Officer
Swiftmerge Acquisition Corp.
4318 Forman Ave.
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed on April 3, 2023
File No. 001-41164
Dear John S. Bremner:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, also include
risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may
not be able to complete an initial business combination with a target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameJohn S. Bremner
Comapany NameSwiftmerge Acquisition Corp.
April 5, 2023 Page 2
FirstName LastName
John S. Bremner
Swiftmerge Acquisition Corp.
April 5, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Joseph Ambrogi at 202-551-4821 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Matthew R. Pacey, Esq.