SecProbe.io

CORRESP
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filename1.htm

June
27, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Division
of Corporation Finance

Office
of Energy & Transportation

Washington,
D.C. 20549

Attention:
Jenifer Gallagher and Karl Hiller

 Re: AleAnna,
                                            Inc.

Form
10-K for the Fiscal Year ended December 31, 2024 Filed March 31, 2025

File
No. 001-41164

Ladies
and Gentlemen:

On
behalf of AleAnna, Inc. (“AleAnna” or the “Company”), below is the response of the Company to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”) set forth in the Staff’s letter, dated June 12, 2025, regarding the Company’s Form 10-K for the
fiscal year ended December 31, 2024, filed with the Commission on March 31, 2025.

For
your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company.

Form 10-K
for the Fiscal Year ended December 31, 2024 Controls and

Procedures, page 69

1. 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. 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.

Response:
The Company acknowledges the Staff’s comment and appreciates the opportunity to clarify the disclosures in its Form 10-K for the
year ended December 31, 2024 (the “Form 10-K”).

As disclosed
in the Form 10-K, AleAnna, Inc. (formerly Swiftmerge Acquisition Corp.) completed its reverse recapitalization transaction with AleAnna
Energy, LLC (“AleAnna Energy”) in December 2024.

In accordance with SEC Compliance and Disclosure Interpretation (“CD&I”) 215.02, AleAnna, Inc. excluded AleAnna Energy
from management’s assessment of internal control over financial reporting (“ICFR”) as of December 31, 2024.

The Staff acknowledges in this guidance that, following a reverse recapitalization, particularly in cases where the legal acquirer is
a non-operating public shell company and the accounting acquirer is a private operating company, it may not be possible to conduct a full
ICFR assessment in the period between the transaction date and the fiscal year-end. In such cases, the Staff has stated it would not object
to the exclusion of management’s assessment from the Form 10-K, provided the company discloses the reason for the exclusion and
the effect of the transaction on the scope of the assessment. The Company believes its facts align with this guidance, and that although
the Form 10-K did not explicitly reference CD&I 215.02, its disclosures were made in good faith and were generally consistent with
the principles outlined in the guidance.

The certifications
filed as Exhibits 31.1 and 31.2 to the Form 10-K were made in reference to the scope of management’s ICFR assessment as of December
31, 2024, which did not include AleAnna Energy. While the certifications reflect management’s responsibility for establishing and
maintaining internal control over financial reporting and disclosure controls and procedures, they do not require an assertion regarding
the design or effectiveness of internal controls outside the scope of management’s formal ICFR assessment. The Company believes
the certifications were appropriate and made in good faith.

Notwithstanding
AleAnna Energy’s exclusion from the scope of management’s ICFR assessment, the Company disclosed material weaknesses related
to internal controls in its Form 10-K. These disclosures were made because management had identified control deficiencies that, if unaddressed,
could reasonably result in a material misstatement of the Company’s financial statements. The Company believed it was appropriate
to disclose these deficiencies even though AleAnna Energy was not formally included in the ICFR assessment as of year-end.

The
Company acknowledges that it did not explicitly state in Item 9A of the Form 10-K that AleAnna Energy was excluded from management’s
ICFR assessment under the one-year exemption. The Company intends to revise its disclosure in Item 4 of its Quarterly Report on Form
10-Q for the period ended June 30, 2025, to include this clarification and to provide updated language describing the scope of the Company’s
ICFR assessment and remediation activities.

    2

The Company
further acknowledges that certain statements in the Form 10-K, including those on pages 46, 48, and 69, may have created ambiguity as
to whether the design of internal controls had occurred at all, or whether the ICFR assessment was intended to cover AleAnna Energy.
The Company intends to revise the relevant disclosures in its Form 10-Q for the quarter ending June 30, 2025, to clarify that (i) AleAnna
Energy was excluded from management’s ICFR assessment as permitted under SEC rules, (ii) the Company nonetheless identified material
weaknesses related to AleAnna’s internal control environment based on known deficiencies, and (iii) management has commenced a
formal remediation plan, which is in the early stages of design and implementation. The revised risk factors and disclosures will read
as follows:

We
have previously identified material weaknesses in the internal control over financial reporting of AleAnna Energy, LLC. If we are unable
to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report the
Company’s financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely
affect our business and operating results, and we may face litigation as a result.

Effective
internal controls are necessary to provide reliable financial reports and prevent fraud. AleAnna is in the process of adding resources
with the appropriate level of experience and technical expertise to oversee its business processes and controls. While certain controls
exist, AleAnna Energy, LLC has not yet formally designed and implemented the full set of business processes and related internal controls
required to meet the standards applicable to a public company.

A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of annual or interim financial statements would not be prevented or detected on
a timely basis.

Management
of AleAnna, Inc., as the registrant, is responsible for evaluating and remediating the internal control environment of AleAnna Energy,
LLC. In connection with the preparation of AleAnna, Inc.’s consolidated financial statements as of and for the year ended
December 31, 2024, management of AleAnna identified material weaknesses in internal control over financial reporting at AleAnna
Energy, LLC. Specifically, management determined that AleAnna Energy LLC did not maintain an effective control environment in accordance
with the COSO framework, as it did not maintain a sufficient complement of accounting and reporting resources commensurate with its financial
reporting requirements. Details of the material weaknesses were as follows:

 ● Management
did not maintain an effective control environment in accordance with the COSO framework as it did not maintain a sufficient complement
of accounting and reporting resources commensurate with its financial reporting requirements. This material weakness contributed to the
following material weaknesses:

 ● Management
did not design, implement, and operate controls over the selection and implementation of accounting policies to ensure amounts recorded
and disclosed were fairly stated in accordance with GAAP.

 ● Management
                                            did not design or maintain appropriate account reconciliation and journal entry review controls
                                            to review the work of third-party consultants used to assist management in recording transactions.

Although
AleAnna Energy LLC was excluded from management’s assessment of internal control over financial reporting as of December 31, 2024,
in reliance on the one-year exemption provided under the SEC’s rules for newly acquired businesses, we disclosed these material
weaknesses due to their potential impact on our consolidated financial reporting.

We
are in the early stages of designing and implementing a plan to remediate the material weaknesses identified. Our plan includes the below:

 ● Designing
and implementing a risk assessment process supporting the identification of risks facing AleAnna Energy, LLC.

 ● Implementing
controls to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues
and preparing and reviewing accounting memoranda addressing these issues.

    3

 ● Hiring
additional experienced accounting, financial reporting and internal control personnel and changing roles and responsibilities of our
personnel as we transition to being a public company and are required to comply with Section 404 of the Sarbanes-Oxley Act.

 ● Implementing
controls to enable an accurate and timely review of accounting records that support our accounting processes and maintain documents for
internal accounting reviews.

We
cannot assure you that these measures will remediate the material weaknesses described above. The implementation of these remediation
measures is in the early stages and will require validation and testing of the design and operating effectiveness of the Company’s
internal controls over a sustained period of financial reporting cycles and, as a result, the timing of when the Company will be able
to remediate the material weaknesses is uncertain and the Company may not remediate these material weaknesses during the year ended December 31,
2025. If the steps the Company takes do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility
that these control deficiencies or others may result in a material misstatement of its annual or interim financial statements that would
not be prevented or detected on a timely basis. This, in turn, could jeopardize the Company’s ability to comply with its reporting
obligations, limit its ability to access the capital markets and adversely impact its stock price.

We
are required to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404
of the Sarbanes-Oxley Act. In addition, because of our status as an emerging growth company, you will not be able to depend on any attestation
from our independent registered public accountants as to our internal control over financial reporting for the foreseeable future.

While
AleAnna, Inc has implemented certain internal controls at the holding company level, these controls do not yet cover the consolidated
operations of AleAnna Energy, LLC, which continues to operate with control deficiencies.

We
are required by Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness
of our internal control over financial reporting in our second annual report following the completion of the Business Combination. The
process of further designing, documenting, and implementing internal control over financial reporting required to comply with this requirement
is ongoing, and is time-consuming, costly and complicated. During the course of our evaluation and testing, we may identify additional
material weaknesses. If our remediation efforts are not successful, our management may be unable to assert that our internal control
over financial reporting is effective in future filings. In addition, if we fail to achieve and maintain the adequacy of our internal
controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude
on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
Act.

In
addition, our independent registered public accounting firm will not be required to attest formally to the effectiveness of our internal
control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for as long as we qualify for scaled “smaller
reporting company” disclosure under the Exchange Act. Accordingly, you will not be able to depend on any attestation concerning
our internal control over financial reporting from our independent registered public accountants for the foreseeable future.

Although
we are actively working to improve our internal control environment, we cannot be certain as to the timing of completion of our ongoing
evaluation, testing and remediation actions or the impact of such actions on our operations. If we are not able to implement the requirements
of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, there could be a negative reaction in the
financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur
costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results
of operations and cash flows.

    4

Finally, with
respect to the Staff’s question about the Company’s remediation timeline, the uncertainty stems from the timing of the business
combination and the early stage of AleAnna’s transition into a public company environment. As of December 31, 2024, AleAnna had
not yet completed the design and implementation of the full suite of internal controls required under the COSO framework for public companies,
with respect to AleAnna Energy, LLC. The Company is actively working to address the identified material weaknesses, including through
the hiring of experienced personnel, the enhancement of its control documentation and procedures, and engagement with external consultants.
However, validation and testing over multiple reporting periods will be required, and accordingly, the Company cannot commit to a definitive
remediation timeline at this time. Updates on the remediation plan and timing will be provided in the Company’s future filings.

2. Please
                                            revise your disclosures r