SecProbe.io

June 12, 2025
Tristan Yopp
Chief Financial Officer
AleAnna, Inc.
300 Crescent Court, Suite 1860
Dallas, TX 75201
Re:AleAnna, Inc.
Form 10-K for the Fiscal Year ended December 31, 2024
Filed March 31, 2025
File No. 001-41164
Dear Tristan Yopp:
            We have reviewed your filing and have the following comments.
            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.
Form 10-K for the Fiscal Year ended December 31, 2024
Controls and Procedures, page 69
We note that you have identified material weaknesses in your disclosure controls and
procedures and internal control over financial reporting.  You state that you are in "the
early stages of designing and implementing a plan to remediate the material
weaknesses" and provide four summary points of your plan.

However, you also indicate that you are unsure about whether your plan will resolve
the issues as you will have to validate and test the controls "over a sustained period of
financial reporting cycles" and are therefore also unsure about when or if the material
material weaknesses can be resolved in 2025.

On pages 46 and 69 you also report that "AleAnna does not have the necessary
business processes and related internal controls formally designed and implemented,"
and on page 48 you indicate that you may have not yet designed or implemented
internal control over financial reporting, and are uncertain as to when an evaluation
can be performed, to include testing and any remediation actions. 1.

June 12, 2025
Page 2
Please reconcile these disclosure with representations of your officers in the
certifications filed as Exhibits 31.1 and 31.2, of having completed the design of
disclosure controls and procedures, and of internal control over financial reporting to
cover the specific objectives therein identified; it should be clear how you were able
to conclude that providing these certifications was appropriate, considering the
disclosures indicating design is incomplete.

Also tell us why you do not have a clear understanding of whether your plans are
adequate and the reasons for the delay and uncertainty with respect to implementation.

2.Please revise your disclosures regarding the evaluation of disclosure controls and
procedures on page 69, and the assessment of internal control over financial reporting
on page 70, to include a clear statement with respect to each effort about whether or
not your officers determined that such controls/procedures were effective.

Also modify your disclosures regarding changes in internal control over financial
reporting on page 70, to clarify whether language stating "Other than changes that are
being implemented,...there has been no change," means that some changes have been
implemented, in which case the specific changes should be identified and described,
or only that future changes are anticipated but have not yet been made.

Please refer to Items 307 and 308(a)(3) and (c) of Regulation S-K if you require
further clarification or guidance on the required disclosures.

Financial Statements
Note 2 - Reverse Recapitalization Transaction, page F-8
3.Please expand your disclosures regarding the number of HoldCo units that were
received by Nautilus in the reverse recapitalization/Up-C structure formation event, to
also specify the number of HoldCo units that were received by the parent/registrant,
and any other parties. It should be clear how or if this information reconciles to the
disclosures that you have provided in Note 10, regarding ownership interests of the
Class A Common Stockholders and the noncontrolling interests.

Please clarify the extent to which your plans evolved since filing the Form S-4/A on
November 14, 2024, in which you stated "...Surviving PubCo will own between
approximately 19.5% and 20.2% of the outstanding equity of HoldCo through Class A
HoldCo Units, and Nautilus will own between approximately 79.8% and 81.3% of the
outstanding equity of HoldCo through Class C HoldCo Units."

For example, as part of your response it appears that you would need to reconcile
disclosure in the third point in Note 2, indicating that Nautilus received 37,134,194
shares of Class A Common Stock, with disclosure in the registration statement
indicating that Nautilus was to receive 9,100,000 Class A shares.

June 12, 2025
Page 3
Note 10 - Equity, page F-18
4.Please modify your disclosures as necessary to differentiate between the economic
interests of the company and economic interests in the business operations that are
held directly by other parties, as may include segregating disclosure of holdings
pertaining to your capital structure, and those of your subsidiaries.

For example, the language "Holders of Class C HoldCo Units and Class C Common
Stock own an economic interest in the Company, shown as noncontrolling interests
(“NCI”) in stockholders’ equity," should be revised to clarify that such Holders hold a
direct economic interest in the business operations, rather than an economic interest in
the Company, with respect to the Class C Common Stock.

The disclosure stating "The ownership interests of the Class A Common Stockholders
and the NCI were 60.94 % and 39.06 %, respectively" should also be revised to
clarify the nature of the ownership interests that you intend to describe, as may
include contrasting or clarifying details that cover voting interests of the parent, and
distinguish between economic interests in the consolidated business operations.

Note 14 - Loss Per Share, page F-21
5.Given the Up-C structure that was utilized in completing the reverse recapitalization
with Swiftmerge Acquisition Corp., further disclosures should be provided under this
heading to specify the level of the economic interest in the business operations that
were contributed in connection with that transaction, and which would effectively
constitute the predecessor operations of the registrant, encumbered by the
noncontrolling interest, to include details of any conversions impacting that interest
over the periods for which financial statements are being prepared.

In considering the retrospective approach required for recasting share activity utilized
in calculating earnings per share, also explain your approach with respect to the
noncontrolling interest allocations, and the deemed dividend allocations. For example,
if an economic interest of 60.94% was contributed, as suggested by disclosure in Note
10, explain why there would not be an allocation to noncontrolling interests of
39.06% for the historical periods, prior to the recapitalization event.

Please provide us with your analyses and computations of the allocations and
weighted average shares utilized for each period, to include all details necessary to
understand how your allocations reconcile to the direct economic interests in the
business operations retained by Nautilus via HoldCo., which would not be represented
in the computation of historical earnings per share using an exchange ratio based on
the number of Class A common shares issued in exchange for the business.

June 12, 2025
Page 4
             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 Jenifer Gallagher at 202-551-3706 or Karl Hiller at 202-551-3686 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation