SEC Comment Letter 0000000000-24-002259 to AleAnna, Inc. (ANNA, ANNAW) (CIK 0001845123) (ANNA)
AleAnna, Inc. (ANNA, ANNAW) (CIK 0001845123)
Date: Feb. 28, 2024 · CIK: 0001845123 · Accession: 0000000000-24-002259
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41164
Letter
United States securities and exchange commission logo February 28, 2024 John 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 February 23, 2024 File No. 001-41164 Dear John Bremner: We have reviewed your filing and have the following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.We note that you are seeking to extend your termination date to June 17, 2025, a date which is approximately 42 months from your initial public offering. We also note that you are listed on The Nasdaq Stock Market LLC and that Section IM-5101-2 of the Nasdaq Listing Rules requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline to June 17, 2025, does not comply with this rule, or advise, and revise to disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Stock Market LLC, and the consequences of any such suspension or delisting. We also note your statements elsewhere in the proxy, including in Proposal No. 3, explaining that you do not believe you need the NTA Requirement and that you intend to rely on being listed on Nasdaq to not be deemed a penny stock issuer. Please revise to reconcile these statements with the issue noted above, and expand your disclosure to clearly discuss the consequences if you are no longer able
FirstName LastNameJohn Bremner Comapany NameSwiftmerge Acquisition Corp. February 28, 2024 Page 2 FirstName LastName John Bremner Swiftmerge Acquisition Corp. February 28, 2024 Page 2 to rely on being listed on Nasdaq to not be deemed a penny stock issuer. 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 Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: David E. Fleming, Esq.
Show Raw Text
United States securities and exchange commission logo
February 28, 2024
John 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 February 23, 2024
File No. 001-41164
Dear John Bremner:
We have reviewed your filing and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that you are seeking to extend your termination date to June 17, 2025, a date
which is approximately 42 months from your initial public offering. We also note that you
are listed on The Nasdaq Stock Market LLC and that Section IM-5101-2 of the Nasdaq
Listing Rules requires that a special purpose acquisition company complete one or more
business combinations within 36 months of the effectiveness of its IPO registration
statement. Please revise to explain that the proposal to extend your termination deadline to
June 17, 2025, does not comply with this rule, or advise, and revise to disclose the risks of
your non-compliance with this rule, including that your securities may be subject to
suspension and delisting from The Nasdaq Stock Market LLC, and the consequences of
any such suspension or delisting. We also note your statements elsewhere in the proxy,
including in Proposal No. 3, explaining that you do not believe you need the NTA
Requirement and that you intend to rely on being listed on Nasdaq to not be deemed a
penny stock issuer. Please revise to reconcile these statements with the issue noted above,
and expand your disclosure to clearly discuss the consequences if you are no longer able
FirstName LastNameJohn Bremner
Comapany NameSwiftmerge Acquisition Corp.
February 28, 2024 Page 2
FirstName LastName
John Bremner
Swiftmerge Acquisition Corp.
February 28, 2024
Page 2
to rely on being listed on Nasdaq to not be deemed a penny stock issuer.
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 Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: David E. Fleming, Esq.