SecProbe.io

July 22, 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
Response Dated June 27, 2025
File No. 001-41164
Dear Tristan Yopp:
            We have reviewed your June 27, 2025 response to our comment letter 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.
Unless we note otherwise, any references to prior comments are to comments in our June 12,
2025 letter.
Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
Note 2 - Reverse Recapitalization Transaction, page F-8
We note your response to prior comment three, concerning the change in the mix of
consideration exchanged in the reverse merger, relative to the structure disclosed in
the Form S-4, and your views on whether this was a material change that would have
required the filing of a post-effective amendment to the registration statement.

You appear to acknowledge the change in interests though represent that “…the
resulting economic ownership of AleAnna by public shareholders and AleAnna
Energy Members remained within the estimated range disclosed in the S-4 (19.5% –
20.2% for Surviving PubCo; 79.8% – 81.3% for Nautilus).”
 1.

July 22, 2025
Page 2
Please clarify or reconcile that statement with the other details in your response,
particularly as these relate to the interest conveyed to Surviving PubCo, that
“…holders of Class A Common Stock held approximately 60.94% of the economic
interest in HoldCo, and the noncontrolling interest — representing the Class C
HoldCo Units held by Nautilus — accounted for approximately 39.06%.”

Note 14 - Loss Per Share, page F-21
We understand from your response to prior comment five that because you did not
consider the noncontrolling interest arising in the reverse recapitalization to exist prior
to the transaction you did not allocate any income or loss to these interests for
the historical periods. However, although you have characterized the transaction as a
reverse recapitalization, we believe that you would need to consider certain provisions
within FASB ASC 805-40 by analogy. For example, FASB ASC 805-40-45-1
requires retroactive adjustments to the equity section to utilize the capital structure of
the legal acquirer, including the comparative financial information.

FASB ASC 805-40-45-2(d) further explains that "the equity structure of the legal
subsidiary (the accounting acquirer) is restated" based on the exchange ratio in the
merger, to reflect the equity structure of the legal parent, including both "the number
and type of equity interests issued" in completing the merger. The guidance in SAB
Topic 4:C and FASB ASC 260-10-55-12 similarly prescribe retrospective treatment
for changes in capital structure, and provides several examples of changes that would
otherwise detract from the comparability of the financial information.

FASB ASC 805-40-30-3 and FASB ASC 805-40-45-2(e) address the accounting for
a noncontrolling interest that arises in a reverse merger when all of the owners of the
accounting acquirer do not exchange their interest for shares of the legal acquirer, and
requires that such interest be measured based on a proportionate share of the pre-
combination carrying amounts of the net assets of the accounting acquirer.  This
guidance in conjunction with the requirement to utilize the capital structure of the
legal acquirer in financial statements covering periods prior to the transaction
effectively gives rise to a noncontrolling interest that is continuing from the standpoint
of the accounting acquirer, as these were in place during the historical periods and
were not exchanged for shares of the legal acquirer in the reverse recapitalization.

FASB ASC 805-40-45-5 requires calculation of EPS for the historical periods using
the ratio of the Class A common shares that you issued in exchange for the LLC units,
and the income of the legal acquiree that would have been attributable to those shares.
While it appears that the weighted average shares utilized in your historical EPS
computations may be consistent with this guidance, your attribution of all loss to the
Class A common shares for periods prior to the transaction does not comply with
FASB ASC 805-40-45-5(a), due to the 39.06% direct noncontrolling interest retained
via the HoldCo units, and corresponding number of Class C shares, which is part of
the capital structure of the legal acquirer that must be utilized retrospectively.
 2.

July 22, 2025
Page 3
Based on the guidance cited above, it appears that you will need to revise your
historical financial statements to conform with these requirements.  As the preferred
securities of the accounting acquirer were eliminated as part of the exchange for the
Class A and Class C shares of the legal acquirer in the reverse recapitalization, we
also do not see appropriate rationale for their retention in the historical financial
presentation, considering the change in capital structure.  Please submit the revisions
that you propose to address these concerns in an amendment to your annual report or
explain to us why you believe this guidance would not apply to you.

General
3.We note that you proposed various disclosures to include in future periodic reports to
address the concerns identified in prior comments one, two, and four, in order to
clarify certain details regarding your evaluations or assessments of disclosure controls
and procedures and internal control over financial reporting, and to more clearly
distinguish between voting rights and economic interests of the Class A and Class C
shareholders, and those of the noncontrolling interest.

As an amendment appears to be required to address the other comments in this letter,
it should include the disclosure revisions that you have proposed, including all
required content and appropriate clarification, further revised as necessary to conform
with any further adjustments made in response to the other comments.

            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