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August 6, 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 July 22, 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

Financial Statements

Note 2 - Reverse Recapitalization Transaction, page F-8

    1.
    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).”

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%.”

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

In the prior response, the Company stated: “While the
mix of Class A and Class C equity issued to Nautilus changed, 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).”

This should have instead stated: “While the mix of
Class A and Class C equity issued to Nautilus changed, the aggregate number of shares remained unchanged at 63,128,594; however, the number
of HoldCo Units issued to Nautilus was reduced from the estimated 54,028,594 in the S-4 to 25,994,400 at closing, resulting in a corresponding
increase in Surviving PubCo’s economic ownership of HoldCo. This shift increased the Company’s controlling interest in HoldCo
from the range estimated in the S-4 to approximately 60.94%, and decreased the noncontrolling interest held by Nautilus to approximately
39.06%.”

Following the completion of the transaction, Nautilus received
the same 63,128,594 combined shares of Class A and Class C Common Stock, but in a revised split of 37,134,194 Class A and 25,994,400 Class
C. The revised transaction structure also reduced the number of HoldCo Units issued to Nautilus to 25,994,400, increasing Surviving PubCo’s
interest in HoldCo to approximately 60.94%. As a result of public shareholder redemptions, Nautilus’ voting power also increased
from the originally estimated 93.2% to 94.9%. All other share allocations to Bonanza Resources (Texas) Inc., the Sponsor, Anchor Investors,
and the NRA Parties were consistent with the structure disclosed in the S-4.

Accordingly, while the changes impacted the presentation
of controlling versus noncontrolling interest in the Company’s financial statements, this change only related to shares issued to
the same shareholder, Nautilus. The change in share allocation to Nautilus did not reflect a change in the valuation, consideration transferred,
or governance rights. Further, this change did not impact the pro forma earnings per share (EPS) a SPAC investor would be entitled to
as provided in the Article 11 pro forma financial statements, The Company does not view these changes as material to investors or to the
disclosures included in the Form S-4.

As stated in the Company’s June 27, 2025 response,
the total number of shares issued to Nautilus, the valuation, and the overall structure of the transaction remained consistent with the
economic intent and governance framework disclosed in the Form S-4. As such, the Company concluded that no post-effective amendment to
the Form S-4 Registration Statement was required.

Note 2 - Reverse Recapitalization Transaction, page
F-8

2. 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 precombination
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

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.

Response: The Company acknowledges the Staff’s comment
and the ASC 805-40 and ASC 260 references cited by analogy regarding how to retrospectively present equity and attribution of net income
or loss under in the context of a Up-C reverse recapitalization for periods prior to the transaction. As discussed below, the Company
has evaluated the implications separately for (I) the retrospective application of the post-transaction capital structure to the pre-transaction
equity balances and (II) the calculation and presentation of earnings per share.

I. Retrospective Application of Post-Transaction Capital Structure
to Pre-Transaction Equity

We note that our common control reverse recapitalization transaction
is not directly in the scope of the guidance in ASC 805-40 so any consideration from a recognition perspective is by analogy. We considered
the following characteristics of our transaction in concluding our transaction is not analogous to ASC 805-40 for purposes of presentation
of pre-transaction equity balances:

 1. The accounting for a reverse merger provided in ASC 805-40
is only applicable to transactions in which the accounting acquiree is deemed to be a business. We do not believe that Swiftmerge, the
accounting acquiree and legal acquirer, met the definition of a business. Furthermore, as a reverse recapitalization, other principles
of ASC 805 such as recognition of acquired assets and liabilities at fair value are not applicable, nor applied in our transaction. ASC
805-40-25-1 states:

For a business combination transaction to be accounted for
as a reverse acquisition, the accounting acquiree must meet the definition of a business. All of the recognition principles in Subtopics
805-10, 805-20, and 805-30, including the requirement to recognize goodwill, apply to a reverse acquisition.

 2. The transaction was consummated by Swiftmerge (the legal
acquirer), which was renamed AleAnna, Inc. as part of the transaction. To facilitate an equity reorganization structured as an Up-C,
HoldCo was formed and merged with AleAnna Energy LLC to preserve certain tax attributes of the pre-transaction structure and to raise
capital. The Preferred Units were classified as temporary equity prior to the transaction. Upon closing, all Common and Preferred Units
of AleAnna Energy LLC were exchanged for a combination of Class A and Class C Common Stock of Swiftmerge (now AleAnna, Inc.) and corresponding
Class A or Class C HoldCo Units, with each Class C HoldCo Unit paired with a non-economic voting share of the Company, as described above.
Nautilus, the majority owner of AleAnna Energy LLC, had a controlling financial interest in AleAnna Energy LLC prior to the transaction
and has a controlling financial interest in the Company, as AleAnna Energy LLC is an indirect subsidiary of HoldCo, in which AleAnna,
Inc. holds a majority economic interest and all voting rights. Therefore, the transaction was considered a common control transaction
with no change in basis for AleAnna Energy LLC. As Swiftmerge was a shell company prior to the transaction, the net assets of Swiftmerge
were stated at their historical carrying amounts with no goodwill or intangible assets recognized, given the transaction represented
an equity reorganization. We believe the substance of the transaction is inconsistent with the requirements of ASC 805-40-45-2 and that
it is more appropriately accounted for as a common control equity reorganization.

    3

 3. ASC 805-40-45-2(c) indicates that retained earnings and other
equity balances of the legal subsidiary (accounting acquirer) should be retained. In the context of an Up-C structure where the predecessor
entity to the accounting acquirer is a partnership rather than a corporation, existing practice is to not recast the equity of such entity
for the pre-transaction periods. We believe the Up-C structure is dissimilar to a reverse merger under ASC 805 business combination accounting
specified in ASC 805-40 as the objective of the Up-C transaction is to raise capital and preserve partnership tax benefits, rather than
for the purposes of acquiring a business.

 4. Prior to the transaction, Aleanna Energy LLC had issued both
Common and Preferred Units. In connection with the Up-C transaction, all existing investors in Aleanna Energy LLC, including Nautilus,
exchanged their interests for either: i) Class A Common Stock of AleAnna, Inc., which carries both voting and economic rights at the
Company level; or ii) a combination of (a) Class C Common Stock of AleAnna, Inc., which carries voting rights but no economic interest,
and (b) Class C HoldCo Units, which represent economic interests in Aleanna Energy LLC and are exchangeable, on a one-for-one basis,
for Class A Common Stock of AleAnna, Inc. For this reason, we do not believe the transaction represents a deemed dividend or stock split
in the scope of SAB Topic 4 C or analogous to the guidance in ASC 805-40-45-2(d).

 5. In the event the transaction were deemed analogous to ASC
805-40-45-2(d), the Company considered that any retrospective allocation to equate the pre-transaction and post-transaction capital structure
would be purely hypothetical. The terms of the transaction did not include a defined exchange ratio that could be applied on a unit-for-share
basis. As a result, no direct or mechanical conversion exists between the historical equity interests in AleAnna Energy LLC and the current
capital structure of AleAnna, Inc.

 6. We also considered the legal rights and obligations (e.g.,
liquidation preferences, dividend rights, etc.) of the Preferred Units of AleAnna Energy LLC which differed from the Common Units. The
Preferred Units, which were classified as temporary equity prior to the transaction, had features that were fundamentally different from
the Common Units and were more akin to convertible debt. Because the Preferred Units were classified outside of permanent equity in historical
periods, it would not be appropriate to retrospectively revise their presentation in the pre-transaction periods. The Company believes
the classification of the Preferred Units as temporary equity was appropriate prior to the recapitalization and execution of the Up-C
transaction.

As it relates to the presentation of noncontrolling interest in the
pre-transaction period, we note that the guidance in ASC 805-40-25-2 states that if an investor in the legal acquiree (accounting acquirer)
does not participate in the exchange, the creation of the noncontrolling interest occurs after the transaction as stated below [Emphasis
Added]. The guidance in ASC 805-40-45-2(d) is not intended to override the presentation of such investors as owners of the accounting
acquirer for periods before the transaction occurs.

25-2

In a reverse acquisition, some of the owners of the legal
acquiree (the accounting acquirer) might not exchange their equity interests for equity interests of the legal parent (the
accounting acquiree). Those owners are treated as a noncontrolling interest in the consolidated financial
statements after the reverse acquisition. That is because the owners of the legal acquiree that do not exchange their equity
interests for equity interests of the legal acquirer have an interest in only the results and net assets of the legal acquiree
— not in the results and net assets of the combined entity. Conversely, even though the legal acquirer is
the acquiree for accounting purposes, the owners of the