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 March 20, 2026

 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, Karl Hiller, Danielle
Matthews and Jonathan Duersch

 Re: AleAnna, Inc.

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

 File No. 001-41164

 Ladies and Gentlemen:

 On behalf of AleAnna, Inc. ("AleAnna"
or the "Company"), the Company is submitting via EDGAR for review by the United States Securities and Exchange Commission
(the "Commission") responses of the Company to the comments received from the Division of Corporation Finance and the Office
of Chief Accountant of the Commission in telephonic conversations held on January 30, 2026 and February 10, 2026, on Form 10-K for the
Fiscal Year ended December 31, 2024 (the "Form 10-K"), filed by AleAnna on March 31, 2025.

 Set forth below in bold are the verbal comments
of the staff of the Commission and immediately below each such comment is the Company's response with respect thereto and, where
applicable, the location in the relevant filing of the requested disclosure.

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

 1. Please describe the legal rights and obligations that were given up in exchange of the Class 1 Preferred
Units of AleAnna Energy, LLC for Class A and Class C Common Stock of the Company.

 Response: The Class 1 Preferred Units granted
holders priority distribution rights and a contractually defined minimum return. In particular, holders were entitled to receive the greater
of a 3.5x multiple of invested capital (MOIC), or a 35% per-annum internal rate of return ("IRR"), compounded quarterly, with
distributions applied first to satisfy the IRR and then to return capital.

 The units also included redemption features,
including an Optional Redemption Right and a Company Sale Transaction Redemption Right, each generally resulting in the same economic
outcome-a 3.5x return or a 35% annual IRR. The Class 1 Preferred Unitholders also possessed voting rights and voted with common
unitholders.

 Exchange for Class A and Class
C Common Stock

 During negotiations with Swiftmerge
Acquisition Corp. ("Swiftmerge") and other investors, the parties agreed on the number of Class A, Class C and warrant issuances.
Swiftmerge and the new investors collectively represented approximately 2.1% of voting interests (1.3% economic), or up to 16.3% voting
(9.9% economic) on a fully diluted basis including warrants.

 The remaining approximate 65 million
Class A and Class C shares were allocated among existing AleAnna Energy LLC owners based on their economic ownership at the transaction
date. Because the capital structure included both Common Units and Class 1 Preferred Units, the Board treated the Class 1 Preferred Units
as having 3.5x economic weight (consistent with the contractual Class 1 payout) when determining ownership percentages. This resulted
in the pre-transaction ownership split of approximately 97% / 3%, as disclosed in the Form 10-K on page F-8.

 Rights Relinquished

 In exchanging their Class 1 Preferred Units
for AleAnna Class A and Class C shares, holders gave up: priority distribution rights, the 3.5x MOIC or 35% IRR payout entitlement, and
the associated redemption rights. While these economic preferences were relinquished, holders received an allocation of AleAnna shares
that reflected a 3.5x credit in share count, consistent with the economic rights embedded in the Class 1 Preferred Units.

 2. Does the Company believe that the exchange of those legal rights and obligations was substantive in
terms of altering the value or quality of the interests held, despite the exchange occurring among entities under common control.

 Response: The Company believes the exchange
was substantive notwithstanding elements of common control. While Nautilus Resources LLC ("Nautilus") held a controlling financial
interest in AleAnna Energy LLC and an indirect controlling financial interest in AleAnna prior to the transaction, this resulted in reverse
recapitalization accounting. The transaction was not wholly among entities under common control and introduced new, unrelated investors
through an Up-C structure.

 This is due to the following factors:

 ● The
introduction of outside investors . The Swiftmerge founders and other third-party investors acquired approximately 2% of the voting
interest at closing, with the potential to increase to up to approximately 16% upon the exercise of warrants. This represents a non-pro
rata change in ownership and rights.

 ● The
change in form of ownership . The former owners of AleAnna Energy LLC transitioned from a direct wholly-owned interest in AleAnna
Energy LLC to an indirect interest through Class A units outside the partnership within the Up-C.

 ● The
Substantive alteration of rights and obligations . The Up-C structure and issuance of new equity and warrants to unrelated parties
altered the interests held beyond a mere reorganization among entities under common control.

 Accordingly, the Company does not believe
the transaction is analogous to a stock split considering the legal structure of an Up-C and the introduction of new investors which provides
a non-pro-rata conversion to new equity.

 3. If the exchange was substantive, describe the manner in which they were measured in arriving at the
exchange ratio described on page F-8 of the Form 10-K .

 Response: The reference to each AleAnna
Energy LLC member receiving its "pro rata portion" of Class A Common Stock or Class C Common Stock (together with the corresponding
Class C HoldCo Units) describes the allocation of the remaining equity of AleAnna between the historical members of AleAnna Energy LLC
following the allocation of Class A units to new investors.

 In determining this allocation, the
Class 1 Preferred Units were first converted at a 3.5:1 ratio, followed by the conversion of the common units. After giving effect to
these conversions, Nautilus held approximately 97% of the aggregate economic interests in AleAnna Energy LLC and therefore received approximately
97% of the total Class A and Class C equity of AleAnna issued to historical owners, with the balance issued to the other shareholder(s).

 As noted above, this pro rata allocation
to existing owners represents only one component of the broader transaction. The transaction also included meaningful participation from
new third-party investors (representing approximately 2% to 16% ownership, or 1.3% to 9.9% on an economic basis) and the establishment
of an Up-C structure that changed the form of Nautilus's ownership from a direct interest to an indirect interest. The Company believes
these elements demonstrate that the transaction was substantive and that the resulting recognition and presentation of the new equity
structure appropriately reflects a substantive change occurring at a point in time.

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 4. Given that the reverse merger recapitalization resulted in a change of the specific entities that make
up the group of entities for which consolidated financial statements are presented, please elaborate on how you have viewed the requirements
of FASB ASC 250-10-45-21, which requires retrospective presentation for a change in reporting entity.

 Response: The Company does not believe
ASC 250-10-45-21 applies to the Company's fact pattern because the Up-C transaction did not constitute a "change in reporting
entity" as defined in ASC 250-10-20. The transaction did not involve transfers of net assets or exchanges of equity interests among
entities under common control. Key facts supporting this conclusion include the following:

 ● Swiftmerge is a special purpose acquisition company
and was not under common control with AleAnna Energy LLC or AleAnna at any time prior to closing.

 ● AleAnna was newly formed in connection with the
transaction and held no substantive assets or liabilities prior to closing.

 ● No change occurred to the net assets under the
common control of Nautilus, as those assets remained within AleAnna Energy LLC throughout the transaction.

 ● The Up-C structure introduced new investors who
contributed the net assets of Swiftmerge (primarily cash) in exchange for newly issued equity interests.

 Per ASC 250-10-20, a "change
in reporting entity" is limited to circumstances such as:

 (a) presenting consolidated or combined statements in place of
individual-entity statements;

 (b) changing the specific subsidiaries included in consolidated
financial statements; or

 (c) changing entities included in combined statements.

 Based on the transaction structure none
of these conditions are met. Accordingly, the Company does not believe retrospective presentation is required.

 5. FASB ASC 260-10-55-17, which specifies that in reorganizations EPS computations shall be based on analysis
of the particular transaction and the provisions of this subtopic. Please describe how you have analyzed this particular transaction as
it relates to the provision of this subtopic.

 Response: The Company analyzed the transaction
in accordance with ASC 260-10-55-17, which requires entities to evaluate reorganizations based on the specific facts and circumstances
of the transaction and the provisions of ASC 260. As referenced in our response to Comment 2 in our letter dated August 6, 2025 (Section
II), our evaluation considered the transaction structure, the related equity arrangements, and the applicability of reverse acquisition
guidance to EPS.

 Upon further consideration, including
the Staff's comments, a review of peer precedent, and additional internal analysis, the Company believes that retrospective presentation
of pre-transaction EPS is not required. Although reverse acquisition guidance generally requires retrospective adjustment of the equity
structure for EPS purposes, the Company concluded that the equity structure itself is not retrospectively presented in the financial statements.
Retrospectively adjusting EPS in isolation would therefore create an inconsistency between the historical financial statements and the
associated EPS computations. We will remove the previously presented 2024 EPS computation in our 2025 Form 10-K, as such computation was
not required.

 6. With regard to paragraph i.5 of your response dated August 6, 2025, you state "the terms of the
transaction did not include a defined exchange ratio that could be applied on a unit per share basis." Given that a formula had
been established to determine the pro rata portion of the shares to be issued on page F-8 of the Form 10-K and considering you have utilized
the implied conversion ratio in your computation of EPS on page F-21 of the Form 10-K, please describe the formula that was used and identify
those facets of the formula that you believe resulted in an improper measure of the weighted average number of shares in the Form 10-K,
which you have described as ensuring comparability.

 Response: As noted in our responses
to Questions 2 and 3 above, the reference to a "pro rata" allocation on page F-8 in the Form 10-K describes only how the former
members of AleAnna Energy LLC divided the Class A and Class C equity after factoring in the Class A Units and warrants to new investors.
The Merger Agreement did not prescribe an exchange ratio; it only specified the number of Class A and Class C Units to be issued. The
ultimate allocation was determined by AleAnna Energy LLC's board based on the members' historical economic ownership.

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 EPS is presented in the Form 10-K, which
the Company believes should not have been presented, including the following components:

 ● Numerator – The Company utilized income
attributable to the Class A Units (excluding non-controlling interests), and included the deemed dividend related to the Class 1 Preferred
Units outstanding during the period.

 ● Denominator – The Company adjusted the
weighted average shares outstanding during the period assuming all units (both Common Units and Class 1 Preferred Units) converted to
Class A Units. Average outstanding units were weighted for the timing of additional Class 1 Preferred Units that were issued for cash
during the period. In computing weighed average units, the Company used the conversion ratio of total units (Common Units plus Class 1
Preferred Unit) totaling 372,214 compared to total Class A Units received by the former owners of AleAnna Energy LLC (39,104,076). The
implied conversion ratio is 1.05.

 Since the historical equity statements
of AleAnna were not retrospectively adjusted to provide non-controlling interest nor to eliminate the Class 1 Preferred Units, the Company
does not believe the computation of EPS should reflect such adjustments in computing the denominator in the computation. We respectfully
propose to remove the previously presented 2024 EPS computation in our 2025 Form 10-K, as such computation was not required.

 7. Please describe the new ownership percentages of the investors that came
in as part of the business combination.

 Response : See the response to Questions
2 and 3 above for a narrative response related to the ownership percentages from both an economic and voting perspective. Please see below
table detailing ownership pre- and post-transaction and the proforma dilution if all warrants are exercised.

 Pre-Transaction
 Transaction
3.5x conversion
 Post-Transaction
 Post-Transaction
Proforma fully diluted

 Natalius Resource LLC
 94.98%
 96.974%
 94.85%
 81.16%

 Bonanza Creek
 5.02%
 3.026%
 2.96%
 2.53%

 Other holders
 n/a
 n/a
 2.19%
 1.87%

 Warrants (if converted)
 n/a
 n/a
 n/a
 14.43%

 Total
 100%
 100%
 100%
 100%

 * * * * * *

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 If you have any questions or require any additional
information in connection with the filing, please do not hesitate to contact the undersigned at (469) 398-2200.

 Very truly yours,

 /s/ Ivan Ronald

 Ivan Ronald

 Chief Financial Officer

 cc: Jennifer T. Wisinski, Haynes and Boone, LLP
 Stephen W. Grant Jr., Haynes and Boone, LLP

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