SecProbe.io

August 6, 2024
John Brenman
Chief Executive Officer
Swiftmerge Acquisition Corp.
4318 Forman Ave
Toluca Lake, CA 91602
Tristan Yopp
Chief Financial Officer
AleAnna Energy, LLC
Crecent Court, Suite 1860
Dallas, TX 75201
Re:Swiftmerge Acquisition Corp.
AleAnna Energy, LLC
Registration Statement on Form S-4
Filed July 5, 2024
File No. 333-280699
Dear John Brenman and Tristan Yopp:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed on July 5, 2024
Cover Page
1.Please expand your disclosure to clarify that Nautilus Member will hold 93.2% of the
voting power (assuming no Redemptions Rights are exercised) of outstanding Surviving
PubCo Common Stock.
Please revise your disclosure here and in your proxy statement/prospectus summary
regarding compensation received by Sponsor to disclose the founder shares issued to
sponsor and its affiliates and the amount paid for such shares. Also revise to disclose the 2.

August 6, 2024
Page 2
aggregate amount paid and to be paid to Sponsor or an affiliate of Sponsor in connection
with the monthly fee of up to $1,000 for office space, administrative and support services.
Refer to Items 1604(a)(3) and 1604(b)(4) of Regulation S-K.
3.Please revise your disclosure here, in your proxy statement/prospectus summary, and
elsewhere as appropriate in your filing, to address whether the target company officers or
directors have any actual or potential material conflicts of interest, including any material
conflict of interest that may arise in determining whether to proceed with the business
combination, with unaffiliated security holders of the SPAC. Refer to Items 1603(b),
1604(a)(4), and 1604(b)(3) of Regulation S-K.
4.We note your disclosure on page 25 indicating that pursuant to the A&R Sponsor Letter
Agreement, the Sponsor Related Parties have agreed to vote the SPAC Ordinary Shares
owned by them representing 44.9% of the issued and outstanding SPAC Ordinary Shares
in favor of the SPAC Proposals. You further disclose that additionally, pursuant to the
Investor Letter Agreements, the Investors have agreed to vote an aggregate of 1,470,994
SPAC Class A Ordinary Shares and 2,250,000 SPAC Class B Ordinary Shares owned by
them, representing approximately 54.4% of the issued and outstanding SPAC Ordinary
Shares and 100% of the issued and outstanding SPAC Class B Ordinary Shares, in favor
of the SPAC Proposals. As it appears that shareholder approval of the proposed
domestication, business combination and other SPAC Proposals will be assured assuming
the parties that executed voting agreements vote as indicated, please revise your
disclosure here and throughout to proxy statement/prospectus to state so explicitly. If you
believe shareholder approval is not assured, please explain why.
Selected Definitions, page 6
5.Please expand your list of definitions to include additional industry oil and gas terms, e.g.,
developed reserves, developed acres, undeveloped acres, development well, exploratory
well, extension well, gross well or acre, net well or acre, probable reserves, possible
reserves, productive well, and unproved reserves.
Questions and Answers About the Business Combination and the Extraordinary General Meeting
Q. What happens if the Business Combination is not completed?, page 23
6.We note your disclosure here and on page 92 indicates that December 17, 2025 marks 36-
months from the date of effectiveness of the registration statement for your initial public
offering. As the registration statement for your initial public offering was declared
effective on December 14, 2021, it appears the 36-month mark would be December 14,
2024.  Please advise or revise.
Q. May the Sponsor, SPAC's directors, officers, advisors or their affiliates purchase shares in
connection with the Business Combination?, page 28
We note your disclosure that the Sponsor and SPAC’s directors, officers, advisors or their
affiliates may purchase SPAC Ordinary Shares in privately negotiated transactions or in
the open market either prior to or after the Closing, including from SPAC Public
Shareholders who would have otherwise exercised their Redemption Rights. We further
note your disclosure that any such privately negotiated purchases may be effected at
purchase prices that are in excess of the per-share pro rata portion of the aggregate amount 7.

August 6, 2024
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then on deposit in the Trust Account. Please provide your analysis on how such potential
purchases would comply with Rule 14e-5. To the extent that you are relying on Tender
Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 (March
22, 2022), please provide an analysis regarding how it applies to your circumstances.
Proxy Statement/Prospectus Summary, page 31
8.Revise the filing to provide the dilution disclosures required by Item 1604(c) of
Regulation S-K.
Structure of Surviving PubCo Immediately After the Closing, page 31
9.Please revise the diagram to disclose the ownership percentages held by the applicable
shareholder groups in Surviving PubCo and HoldCo .
Risk Factors
Since we have no operating history related to the production of natural gas assets, investors have
no basis to evaluate, page 57
10.Please revise your risk factor disclosure here and elsewhere as appropriate to clearly state
that AleAnna is currently in the development stage and has not generated any revenue
from its operations to date.
The market price of Surviving PubCo Class A Common Stock could be adversely affected by
sales of substantial amounts of Surviving PubCo, page 79
11.Please revise to quantify the number of shares subject to registration rights pursuant to the
A&R Registration Rights Agreement.
If SPAC is deemed to be an investment company under the Investment Company Act, SPAC may
be required to institute burdensome, page 98
12.Please revise to disclose that if you are found to be operating as an unregistered
investment company, you may be required to change your operations or wind down your
operations. Also include disclosure with respect to the consequences to investors if you
are required to wind down your operations as a result of this status, such as the losses of
the investment opportunity in a target company and any price appreciation in the
combined company, and any warrants, which would expire worthless.
BofA, as underwriters of the Initial Public Offering, was to be compensated in part on a deferred
basis in connection with the Initial, page 101
13.We note your disclosure here and elsewhere that on November 7, 2022, BofA entered into
a letter agreement pursuant to which BofA agreed to irrevocably waive its entitlement to
its remaining deferred discount to be paid pursuant to that certain Underwriting
Agreement, dated December 14, 2021, by and between SPAC and BofA entered into in
connection with SPAC's IPO. Please expand your disclosure to discuss whether there
were any disagreements or objections made to the disclosure in the filing.  Also,
address the material impact, if any, of agreement provisions that survive the fee waiver,
such as indemnification, contribution, rights of first refusal or lockups.

August 6, 2024
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Our ability to complete the Business Combination may be impacted if the Business Combination
is subject to U.S. foreign investment, page 103
14.We note your disclosure that "Sponsor is not 'controlled' (as defined in 31 CFR 800.208)
by a foreign person, such that the Sponsor’s involvement in the Business Combination
would be a “covered transaction” (as defined in 31 CFR 800.213)." Please revise to more
clearly tell us whether your sponsor is, is controlled by, has any members who are, or has
substantial ties with, a non-U.S. person. Please also tell us whether anyone or any entity
associated with or otherwise involved in the transaction, is, is controlled by, has any
members who are, or has substantial ties with, a non-U.S. person. Lastly, in your
discussion of the consequences of liquidation to SPAC securityholders, also address that
the warrants held by them would expire worthless.
SPAC does not have a specified maximum redemption threshold. , page 104
15.Please expand your disclosure here and elsewhere as appropriate to discuss the impact
that not having a specified maximum redemption threshold may have on SPAC's
securities being deemed a penny stock and listing on Nasdaq.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Description of the Business Combination, page 114
16.You disclose on page 114 that Footnote (f), “Excludes 11,250,000 shares of Surviving
PubCo Class A Common Stock issuable upon the exercise of the SPAC Public
Warrants.”  However, within the table above you refer to footnote (6).  Please correct this
inconsistency.
Note 3 - Transaction Accounting Adjustments, page 115
17.You disclose that you are still evaluating the accounting for the Blugas Settlement
agreement in footnote (6). Please tell us the accounting options you are evaluating, the
relevant U.S. GAAP for these options, how the payment to settle the claim to future gas
production provides probable economic value and whether any changes are necessary to
your pro forma financial statements.
(f) Redeemable Noncontrolling Interest, page 118
18.Please provide your accounting analysis supporting the initial classification of the
redeemable noncontrolling interest as temporary equity. Further, explain to us how you
will subsequently measure and account for the redeemable noncontrolling interest.
Proposal No. 1 - The Business Combination Proposal
Overview, page 126
19.Revise your disclosure to state whether or not the business combination is structured so
that approval of at least a majority of SPAC's unaffiliated security holders is required.
Refer to Item 1606(c) of Regulation S-K.
Ownership of Surviving PubCo Immediately After the Closing, page 128
Please address the following with respect to AleAnn's enterprise value upon the
consummation of the business combination:20.

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•Disclose the key assumptions used to determine the enterprise value of $620.7
million;
•Disclose how you estimated each of the key assumptions, such as the revenue growth
rates and operating margins, and why these estimates are reasonable for this pre-
revenue business; and
•Comply with the disclosure requirements of Item 1607 of Regulation S-K with
respect to any reports, opinions and appraisals.
The Merger Agreement, page 142
21.We note your disclosure here and elsewhere in your filing that concurrently with the
execution of the merger agreement, SPAC, AleAnna and the Sponsor Related Parties
entered into the A&R Sponsor Letter Agreement pursuant to which each Sponsor Related
Party has agreed to, among other things, certain lock-up provisions with respect to such
Sponsor Related Party’s shares of Surviving PubCo Class A Common Stock for
twelve months following the Closing. Please revise to describe exceptions to the
restrictions in these lock-up provisions, including any terms that would result in an earlier
expiration of these provisions. Refer to Item 1603(a)(9) of Regulation S-K.
Background to the Business Combination, page 144
22.Please substantially revise your disclosure throughout this section to discuss in greater
detail the substance of meetings and discussions among representatives of SPAC and
AleAnna, including identifying the individuals that participated in each negotiation, the
material terms that were discussed, how parties' positions differed, and how issues were
resolved. Revise to clarify the material transaction terms that were included in the draft
non-binding letter of intent and the letter of intent executed on April 1, 2024, and how the
terms of the business combination evolved during negotiations. For example, clarify how
the pre-money valuation of $665,000,000 was determined and how the transaction
structure and consideration evolved during the negotiations, including the proposals and
counter-proposals made during the course of the negotiations with respect to the material
terms of the transaction. Please ensure you discuss how the Up-C transaction structure
was determined and the negotiation of the Investor Letter Agreements and board
representation. To the extent certain terms were deemed not subject to negotiation,
disclose this fact.
23.We note your disclosure that SPAC initially learned of AleAnna through its investment
banker Cohen Group. Please revise to clarify Cohen's role regarding the business
combination and related agreements.
We note your disclosure that in connection with its determination to approve the business
combination the SPAC Board considered AleAnna’s outlook, financial plan and future
potential debt structure. Please expand to discuss these factors in more detail and whether
the SPAC Board considered these or other factors in determining that the consideration
being paid in the business combination was fair to and in the best interests of SPAC and
its shareholders and appropriately reflected the underlying value AleAnna’s tangible
assets and attractive growth prospects. In this regard, we refer to your disclosure that in a
virtual meeting on April 2, 2024 AleAnna provided a management presentation that
included metrics for the expected valuation. We further note you disclose that, on April 5, 24.

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2024, SPAC and its advisors further discussed comparable companies and valuation with
AleAnna representatives including a discussion of future development plans and growth
strategies.
25.Please revise your disclosure to discuss AleAnna's reasons for engaging in the business
combination. Refer to Item 1605(b)(3) of Regulation S-K.
26.We note your disclosure on page 43 and elsewhere in your proxy statement/prospectus
summary that pursuant to the A&R Sponsor Letter Agreement and the Investor Letter
Agreements, the Sponsor Related Parties and certain Investors, respectively, have waived
all of their redemption rights and will not have redemption rights with respect to any
SPAC Class A Ordinary Shares owned by them, directly or indirectly, other than shares
acquired in the IPO. Please disclose whether consideration (in cash or in other form of
value) was provided in exchange for the agreement by these parties to waive redemption
rights. Refer to Item 1603(a)(8) of Regulation S-K.
SPAC's Board of Directors Reasons for the Business Combination, page 152
27.We note that the SPAC Board determined not to obtain a fairness opinion given that its
officer's and director's extensive transactional experience, particularly in the energy
industry, and substantial experience in evaluating the operations and financial merits of
companies in the energy industry enabled them to make the necessary analyses and
determination regarding the business combination and its fairness to SPAC
shareholders. Please revise to describe in greater detail such energy industry experience
and all material analyses the Board relied upon in evaluating the financial aspects of the
potential business combination.
28.Revise your disclosure to state whether or not a majority of SPAC's directors who are not
employees of the SPAC has retained an unaffiliated representative to act solely on behalf
of unaffiliated security holders for purposes of negotiating the terms of the business
combination and/or preparing a report concerning the approval of the business
combination. Refer to Item 1606(d) or Regulation S-K.
29.Revise your disclosure to state whether or not the business combi