SecProbe.io

October 25, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed October 8, 2024
File No. 333-280699
Dear John Brenman and Tristan Yopp:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 6, 2024 letter.
Amendment No. 1 to Form S-4 filed on October 8, 2024
Proxy Statement/Prospectus Summary
Dilution, page 37
We note you disclose here and elsewhere in your proxy statement/prospectus the net
tangible book value per share as adjusted for the following redemption scenarios - No 1.

October 25, 2024
Page 2
Additional Redemptions, 50% Redemption Scenario, and Maximum Redemption.
Please expand your disclosure to include a range of redemption scenarios that will
reasonably inform investors of potential outcomes.
Risks Related to SPAC
BofA, as underwriters of the Initial Public Offering, was to be compensated in part on a
deferred basis in connection with the Initial, page 113
2.We note your revised disclosure in response to prior comment 13. Please expand to
disclose the reasons BofA agreed to waive its remaining deferred fees.
SPAC does not have a specified maximum redemption threshold, page 116
3.We note your revised disclosure in response to prior comment 15. Please expand your
disclosure to discuss the impact that the trust falling below $5,000,001 may have on
SPAC's listing on Nasdaq or tell us why you believe this does not present a material
risk.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Transaction Accounting Adjustments, page 127
4.Refer to footnote 5 on page 127.  We note you purchased two renewable natural gas
plants in July 2024 and reflected these transactions as asset acquisitions within your
pro forma financial statements.  Based on your disclosure it appears you have not
concluded on whether these acquisitions should have been accounted for and reflected
within the proforma financial statements as business combinations under ASC 805.
Please provide to us your accounting analysis for these two transactions.
Background to the Business Combination, page 156
5.We note your revised disclosure in response to prior comment 22 and reissue the
comment in part. Please revise your disclosure throughout this section to discuss in
greater detail the material terms that were negotiated by the parties, how parties’
positions differed, and how issues were resolved. Your revised disclosure should
disclose the initial pre-money valuation that was the basis for the consideration
included in the letter of intent executed on April 1, 2024 that was later increased to
$665,000,000 in the updated letter of intent and how the initial pre-money valuation
was determined. In that regard, we note you disclose that AleAnna submitted the
initial transaction terms by way of a draft non-binding letter of intent. In addition,
please clarify the date the updated letter of intent was executed and discuss the
negotiation of the board representation. To the extent certain terms were deemed not
subject to negotiation, disclose this fact.

6.We note your disclosure that SPAC management initially learned of AleAnna on or
about March 11, 2024 from an affiliate of the sponsor of a special purpose acquisition
company. However, your disclosure on page 164 states that Pureplay
introduced SPAC to AleAnna in March 2024. Please advise or revise. In addition,
please expand your disclosure to clarify Pureplay's role in the business combination
and any related negotiations.

October 25, 2024
Page 3
7.We note your revised disclosure in response to prior comment 23. We also note your
disclosure that on or about September 20, 2024, Cohen entered into a release and
termination agreement with SPAC, in which those parties agreed to reduce the
advisory fee to which Cohen would be entitled upon closing of the Business
Combination from $3,000,000 to $500,000. Please revise to clarify Cohen’s role
regarding your business combination with AleAnna and related agreements and
disclose the reason that Cohen agreed to reduce its advisory fee. 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 SPAC's
release and termination agreement with Cohen, such as indemnification, contribution,
rights of first refusal or lockups.

SPAC's Valuation of AleAnna, page 170
8.We note your disclosure regarding certain unaudited prospective information supplied
by AleAnna to SPAC in connection with the proposed business combination,
including the DeGolyer & MacNaughton reserves estimate and AleAnna’s RNG
prospect backlog information. Please disclose whether or not AleAnna has affirmed to
SPAC that its prospective information reflects its view about its future performance as
of the most recent practicable date prior to the date of the proxy statement/prospectus.
If the prospective information no longer reflect the views of AleAnna's management
or board of directors regarding its future performance as of the most recent practicable
date prior to the date of the proxy statement/prospectus, clearly state the purpose of
disclosing the prospective information and the reasons for any continued reliance by
management or board of directors on the prospective information. Refer to Item
1609(c) of Regulation S-K.
9.Please describe in greater detail the comparable companies analysis utilized to analyze
AleAnna's potential RNG business and the basis for determining that the average
RNG facility could be expected to generate EBITDA of $1.65 million and reach
payout in approximately four years from being brought on stream.
Reserve Information
Reserve Data, page 224
Disclosures in Amendment No. 1 on pages 225-226, 238, and F-77 state the
acquisition of the Blugas ORRI would have increased future net cash flows and the
standardized measure, as of December 31, 2023, by $35.3 million and $30.0 million,
respectively; however, disclosures on pages 240 and 247 state the future net cash
flows would have increased by $34.9 million. Please review and revise to remove the
inconsistency.

In addition, please disclose:
•the change in the Company’s net revenue interest as a result of the Blugas ORRI
acquisition,
•if there was a change in the Company’s net proved reserves as a result of the
Blugas ORRI acquisition, and10.

October 25, 2024
Page 4
•if the total $6.6 million in acquisition costs were included in the evaluation of the
Blugas ORRI acquisition, as of December 31, 2023.
11.In comparing the net gas volume associated with the Blugas ORRI acquisition
disclosed in Amendment No. 1 ( 2,472 10 3ft3, thousand cubic feet, or Mcf) versus the
net gas volume contained in the reserve report filed as Exhibit 99.7 ( 2,472 10 6ft3,
million cubic feet, or MMcf), we note an inconsistency in the units of measure. Please
review and revise to remove the inconsistency throughout the filing.

Additionally, please expand your disclosure of the 350 million cubic meters of natural
gas associated with the Blugas ORRI throughout the filing to provide the cubic feet
equivalent.
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Natural Gas
Reserves, page 225
Amendment No. 1 still states the table on page 225 provides the estimated future net
cash flows and the present value of the net cash flows discounted at 10% (PV10).
However, the two items shown in the table are: 1) Future net cash flow and 2)
Standardized measure of discounted future net cash flow. Based on the description of
these items in the table footnotes on pages 225-226 and in Note 13 on page F-78, we
note:

•Future net cash flow  appears to be incorrectly calculated as after deducting future
income taxes, but prior to discounting at 10%. At the bottom of page 225 and in
Note 13, your filing incorrectly states the future net cash flows are net of
estimated income taxes. However, also on page 225, your filing correctly states
"Future cash flows are reduced by estimated production costs, administrative
costs, costs to develop and produce the proved reserves and abandonment costs,
all based on current economic conditions at each year-end.” The correct
calculation of future net cash flow is prior to discounting at 10% and prior to the
deduction of future income taxes. Please review and revise your filing where
necessary to correct the calculation of future net cash flows and to provide an
accurate description.
•Present value discounted at 10% (PV10)  is not included in the table. The correct
calculation of present value is after discounting the estimated future net cash
flows at 10%, but prior to the deduction of future income taxes. Please review and
expand the table to include the present value (PV10), if desired, and to provide an
accurate description. Otherwise, revise the description of the table to state it
includes the estimated future net cash flows and the standardized measure.
•The table's explanatory footnotes are confusing and include descriptions of
multiple items, e.g. footnote (a) to future net cash flow  on page 225, includes
information on gas prices, revisions/extensions and discoveries, and changes in
the standardized measure. Please revise the table footnotes to describe each
footnoted item more accurately.

In addition, please review and revise the standardized measure summary table on page 12.

October 25, 2024
Page 5
F-78 to present the component items and their associated values in the correct order of
calculation and revise the table footnotes to describe each footnoted item more
accurately. For additional guidance, refer to Example 5 in FASB ASC 932-235-55-6.
Acreage, page 226
13.We note the updated acreage disclosure on page 226 of Amendment No. 1 states the
table includes the Company’s acreage as of December 31, 2024 rather than as of
December 31, 2023. Also, under the table item “Exploration Permits” the total net
undeveloped acreage shown, as of December 31, 2023, is 1,623,209 acres rather than
682,802 acres. Please review and revise these items as necessary to remove any
inconsistency.
Reserve Information, page F-77
14.After review of Amendment No. 1, it appears the table on page F-77 showing the
reconciliation of changes in total proved developed and undeveloped reserves, as of
December 31, 2023 and  December 31, 2022, and the table on page 225 showing
the reconciliation of changes in proved undeveloped reserves, as of December 31,
2023, were unchanged from your prior submission. We re-issue prior comment 50.

Also, please expand each of these disclosures to provide detailed explanations of the
volume changes related to each contributing factor, both positive and negative, so the
entire volume change during each year is explained.
General
15.We note you disclose that SPAC entered into an advisory services agreement with
Rowdeston Capital Corp., an entity owned by Thomas J. Loch, in April 2024. Please
revise to clarify Rowdeston's role and any services rendered in advising SPAC. In
addition, please revise your conflicts of interest disclosure on your cover page,
prospectus summary, and throughout your proxy statement/prospectus to address any
related conflicts since Thomas J. Lock is the father of Aston Loch, SPAC's Chief
Operating Officer and Secretary and a control person of the Sponsor, and the fees
payable thereunder. Refer to Items 1603(b), 1604(a)(4), and 1604(b)(3) of Regulation
S-K.
We note your revised disclosure in response to prior comment 6. However, your risk
factor disclosure on page 104 continues to disclose that December 17, 2025 would be
the 36-month anniversary of the effectiveness of your initial public offering. Please
advise or revise. In addition, we note you disclose that SPAC may seek to extend the
time it has to complete its initial business combination beyond such 36-month period
and that the current deadline set forth in the SPAC Articles of Association for SPAC
to complete its initial business combination is June 17, 2025. Please expand your
disclosure to discuss that Nasdaq Rule 5815 was amended effective October 7, 2024
to provide for the immediate suspension and delisting upon issuance of a delisting
determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b)
to complete one or more business combinations within 36 months of the date of
effectiveness of its IPO registration statement. Please also revise to state that your
securities will face immediate suspension and delisting action once you receive a 16.

October 25, 2024
Page 6
delisting determination letter from Nasdaq after the 36-month window ends on
December 14, 2024 and disclose the risks of non-compliance with this rule, including
that under the new framework, Nasdaq may only reverse the determination if it finds
it made a factual error applying the applicable rule. Disclose the consequences of any
such suspension or delisting, including that your stock may be determined to be a
penny stock and the consequences of that designation, that you may no longer be
attractive as a merger partner if you are no longer listed on an exchange, any potential
impact on your ability to complete an initial business combination, any impact on the
market for your securities including demand and overall liquidity for your securities,
and any impact on securities holders due to your securities no longer being considered
“covered securities.”
            Please contact Robert Babula, Staff Accountant, at 202-551-3339 or Gus Rodriguez,
Staff Accountant, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters. You may contact John Hodgin, Petroleum Engineer,
at 202-551-3699, or Sandra Wall, Petroleum Engineer, at 202-551-4727  with questions about
engineering comments. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-
6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Adam Namoury, Esq.
Stephen Grant, Esq.