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 April 27, 2026

Ivan Ronald
Chief Financial Officer
AleAnna, Inc.
300 Crescent Court, Suite 1860
Dallas, TX 75201

 Re: AleAnna, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 31, 2025
 File No. 001-41164
Dear Ivan Ronald:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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.

 2

 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.

 3

 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%

 * * * * * *

 4

 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

 5

CORRESP
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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 

CORRESP
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August 4, 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

Response dated June 27, 2025

File No. 001-41164

Ladies and Gentlemen:

AleAnna, Inc. (the “Company”),
acknowledges receipt of the comment letter (the “Letter”) from 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, with respect to the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024 filed with the Commission
on March 31, 2025 (the “2024 Form 10-K”) and the Company’s prior response submitted on June 27, 2025.

The Company respectfully submits
to request an extension to the deadline for responding to the Letter due to additional time needed to gather sufficient information and
prepare a thorough response. The Company will provide its response to the Letter via EDGAR as soon as possible, no later than August 18,
2025.

If you have any questions
or require any additional information, please do not hesitate to contact the undersigned at (469) 398-2214 or the Company’s U.S.
counsel, Jennifer Wisinski of Haynes and Boone, LLP at (214) 651-5330 or jennifer.wisinski@haynesboone.com. Thank you very much.

    Very truly yours,

    /s/ Tristan Yopp

    Tristan Yopp

    Chief Financial Officer

    cc:
    Jennifer T. Wisinski, Esq., Haynes and Boone, LLP

    Stephen W. Grant Jr., Esq.,
Haynes and Boone, LLP

July 22, 2025
Tristan Yopp
Chief Financial Officer
AleAnna, Inc.
300 Crescent Court, Suite 1860
Dallas, TX 75201
Re:AleAnna, Inc.
Form 10-K for the Fiscal Year ended December 31, 2024
Response Dated June 27, 2025
File No. 001-41164
Dear Tristan Yopp:
            We have reviewed your June 27, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our June 12,
2025 letter.
Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
Note 2 - Reverse Recapitalization Transaction, page F-8
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).”
 1.

July 22, 2025
Page 2
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%.”

Note 14 - Loss Per Share, page F-21
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 pre-
combination 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.

July 22, 2025
Page 3
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.

General
3.We note that you proposed various disclosures to include in future periodic reports to
address the concerns identified in prior comments one, two, and four, in order to
clarify certain details regarding your evaluations or assessments of disclosure controls
and procedures and internal control over financial reporting, and to more clearly
distinguish between voting rights and economic interests of the Class A and Class C
shareholders, and those of the noncontrolling interest.

As an amendment appears to be required to address the other comments in this letter,
it should include the disclosure revisions that you have proposed, including all
required content and appropriate clarification, further revised as necessary to conform
with any further adjustments made in response to the other comments.

            Please contact Jenifer Gallagher at 202-551-3706 or Karl Hiller at 202-551-3686 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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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

June 12, 2025
Tristan Yopp
Chief Financial Officer
AleAnna, Inc.
300 Crescent Court, Suite 1860
Dallas, TX 75201
Re:AleAnna, Inc.
Form 10-K for the Fiscal Year ended December 31, 2024
Filed March 31, 2025
File No. 001-41164
Dear Tristan Yopp:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2024
Controls and Procedures, page 69
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. 1.

June 12, 2025
Page 2
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.

2.Please revise your disclosures regarding the evaluation of disclosure controls and
procedures on page 69, and the assessment of internal control over financial reporting
on page 70, to include a clear statement with respect to each effort about whether or
not your officers determined that such controls/procedures were effective.

Also modify your disclosures regarding changes in internal control over financial
reporting on page 70, to clarify whether language stating "Other than changes that are
being implemented,...there has been no change," means that some changes have been
implemented, in which case the specific changes should be identified and described,
or only that future changes are anticipated but have not yet been made.

Please refer to Items 307 and 308(a)(3) and (c) of Regulation S-K if you require
further clarification or guidance on the required disclosures.

Financial Statements
Note 2 - Reverse Recapitalization Transaction, page F-8
3.Please expand your disclosures regarding the number of HoldCo units that were
received by Nautilus in the reverse recapitalization/Up-C structure formation event, to
also specify the number of HoldCo units that were received by the parent/registrant,
and any other parties. It should be clear how or if this information reconciles to the
disclosures that you have provided in Note 10, regarding ownership interests of the
Class A Common Stockholders and the noncontrolling interests.

Please clarify the extent to which your plans evolved since filing the Form S-4/A on
November 14, 2024, in which you stated "...Surviving PubCo will own between
approximately 19.5% and 20.2% of the outstanding equity of HoldCo through Class A
HoldCo Units, and Nautilus will own between approximately 79.8% and 81.3% of the
outstanding equity of HoldCo through Class C HoldCo Units."

For example, as part of your response it appears that you would need to reconcile
disclosure in the third point in Note 2, indicating that Nautilus received 37,134,194
shares of Class A Common Stock, with disclosure in the registration statement
indicating that Nautilus was to receive 9,100,000 Class A shares.

June 12, 2025
Page 3
Note 10 - Equity, page F-18
4.Please modify your disclosures as necessary to differentiate between the economic
interests of the company and economic interests in the business operations that are
held directly by other parties, as may include segregating disclosure of holdings
pertaining to your capital structure, and those of your subsidiaries.

For example, the language "Holders of Class C HoldCo Units and Class C Common
Stock own an economic interest in the Company, shown as noncontrolling interests
(“NCI”) in stockholders’ equity," should be revised to clarify that such Holders hold a
direct economic interest in the business operations, rather than an economic interest in
the Company, with respect to the Class C Common Stock.

The disclosure stating "The ownership interests of the Class A Common Stockholders
and the NCI were 60.94 % and 39.06 %, respectively" should also be revised to
clarify the nature of the ownership interests that you intend to describe, as may
include contrasting or clarifying details that cover voting interests of the parent, and
distinguish between economic interests in the consolidated business operations.

Note 14 - Loss Per Share, page F-21
5.Given the Up-C structure that was utilized in completing the reverse recapitalization
with Swiftmerge Acquisition Corp., further disclosures should be provided under this
heading to specify the level of the economic interest in the business operations that
were contributed in connection with that transaction, and which would effectively
constitute the predecessor operations of the registrant, encumbered by the
noncontrolling interest, to include details of any conversions impacting that interest
over the periods for which financial statements are being prepared.

In considering the retrospective approach required for recasting share activity utilized
in calculating earnings per share, also explain your approach with respect to the
noncontrolling interest allocations, and the deemed dividend allocations. For example,
if an economic interest of 60.94% was contributed, as suggested by disclosure in Note
10, explain why there would not be an allocation to noncontrolling interests of
39.06% for the historical periods, prior to the recapitalization event.

Please provide us with your analyses and computations of the allocations and
weighted average shares utilized for each period, to include all details necessary to
understand how your allocations reconcile to the direct economic interests in the
business operations retained by Nautilus via HoldCo., which would not be represented
in the computation of historical earnings per share using an exchange ratio based on
the number of Class A common shares issued in exchange for the business.

June 12, 2025
Page 4
             We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jenifer Gallagher at 202-551-3706 or Karl Hiller at 202-551-3686 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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AleAnna, Inc.

300 Crescent Court, Suite 1860

Dallas, TX 75201

(469) 396-2200

January 21, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Cheryl Brown

RE:  AleAnna, Inc.

    Registration Statement on Form S-1

    SEC File No. 333-284257 (the “Registration
                                            Statement”)

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, AleAnna, Inc. (the “Registrant”) respectfully requests that the U.S.
Securities and Exchange Commission (the “Commission”) declare the Registration Statement effective as of 5:00
p.m. Eastern Daylight Time, on January 23, 2025, or as soon as practicable thereafter, or at such other time as the Registrant or the
Registrant’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement be declared effective.

The Registrant hereby authorizes
Jennifer T. Wisinski and Stephen W. Grant, Jr., of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We
request that we be notified of such effectiveness by a telephone call to Ms. Jennifer Wisinski at (214) 651-5330, or in her absence,
Mr. Stephen Grant at (713) 547-2505, of Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We
also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration
Statement be sent to Ms. Wisinski, via email at jennifer.wisinski@haynesboone.com. Please contact either of Ms. Wisinski or Mr. Grant
if you have any questions or concerns regarding this matter.

    Very truly yours,

    AleAnna, Inc.

    By:
    /s/ Tristan Yopp

    Name:

        Title:

    Tristan Yopp
Chief
    Financial Officer

January 17, 2025
Marco Brun
Chief Executive Officer
AleAnna, Inc.
300 Crescent Court, Suite 1860
Dallas, TX 75201
Re:AleAnna, Inc.
Registration Statement on Form S-1
Filed January 13, 2025
File No. 333-284257
Dear Marco Brun:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jennifer Wisinski, Esq.

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November 20, 2024

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: Irene Barberena-Meissner, Karina Dorin,
Robert Babula and Gus Rodriguez

    Re:

    Swiftmerge Acquisition Corp.

    AleAnna Energy, LLC

    Amendment No. 3 to Registration Statement on Form S-4

    Filed November 14, 2024

    File No. 333-280699

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, Swiftmerge Acquisition Corp. and AleAnna Energy, LLC (the “Co-Registrants”)
each respectfully request that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 4:00 p.m. Eastern Daylight Time, on November 21, 2024, or as soon as practicable thereafter, or at such other
time as the Co-Registrants or the Co-Registrants’ legal counsel Greenberg Traurig, LLP and Haynes and Boone, LLP, respectively,
request by telephone that such Registration Statement be declared effective.

The Co-Registrants hereby authorize
Grant J. Levine of Greenberg Traurig, LLP and Jennifer T. Wisinski of Haynes and Boone, LLP, to orally modify or withdraw this request
for acceleration.

We request that we be notified
of such effectiveness by a telephone call to Mr. Levine at 954-768-8209 of Greenberg Traurig, LLP and Ms. Wisinski of Haynes and Boone,
LLP at 214-651-5330 as soon as the Registration Statement has been declared effective. We also respectfully request that a copy of the
written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Levine and Ms. Wisinski,
via email at levineg@gtlaw.com and jennifer.wisinski@haynesboone.com, respectively. Please contact Mr. Levine and Ms. Wisinski if you
have any questions or concerns regarding this matter.

    Very truly yours,

    Swiftmerge Acquisition Corp.

    /s/ John Bremner

    John Bremner

    Chief Executive Officer

    AleAnna Energy, LLC

    /s/ Tristan Yopp

    Tristan Yopp

    Chief Financial Officer

CORRESP
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November 20, 2024

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: Irene Barberena-Meissner, Karina Dorin,
Robert Babula and Gus Rodriguez

    Re:

    Swiftmerge Acquisition Corp.

    AleAnna Energy, LLC

    Amendment No. 3 to Registration Statement on Form S-4

    Filed November 14, 2024

    File No. 333-280699

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, Swiftmerge Acquisition Corp. and AleAnna Energy, LLC (the “Co-Registrants”)
each respectfully request that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 4:00 p.m. Eastern Daylight Time, on November 21, 2024, or as soon as practicable thereafter, or at such other
time as the Co-Registrants or the Co-Registrants’ legal counsel Greenberg Traurig, LLP and Haynes and Boone, LLP, respectively,
request by telephone that such Registration Statement be declared effective.

The Co-Registrants hereby authorize
Grant J. Levine of Greenberg Traurig, LLP and Jennifer T. Wisinski of Haynes and Boone, LLP, to orally modify or withdraw this request
for acceleration.

We request that we be notified
of such effectiveness by a telephone call to Mr. Levine at 954-768-8209 of Greenberg Traurig, LLP and Ms. Wisinski of Haynes and Boone,
LLP at 214-651-5330 as soon as the Registration Statement has been declared effective. We also respectfully request that a copy of the
written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Levine and Ms. Wisinski,
via email at levineg@gtlaw.com and jennifer.wisinski@haynesboone.com, respectively. Please contact Mr. Levine and Ms. Wisinski if you
have any questions or concerns regarding this matter.

    Very truly yours,

    Swiftmerge Acquisition Corp.

    /s/ John Bremner

    John Bremner

    Chief Executive Officer

    AleAnna Energy, LLC

    /s/ Tristan Yopp

    Tristan Yopp

    Chief Financial Officer

CORRESP
1
filename1.htm

November 19, 2024

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: Irene Barberena-Meissner, Karina Dorin,
Robert Babula and Gus Rodriguez

    Re:

    Swiftmerge Acquisition Corp.

    AleAnna Energy, LLC

    Amendment No. 3 to Registration Statement on Form S-4

    Filed November 14, 2024

    File No. 333-280699

Ladies and Gentlemen:

On behalf of Swiftmerge Acquisition
Corp. (the “SPAC”) and AleAnna Energy, LLC (the “Company”, together with the SPAC, the “Co-Registrants”),
below is the response of the SPAC and 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 November
19, 2024, regarding the Co-Registrants’ Amendment No. 3 to Registration Statement on Form S-4 filed with the Commission on November
14, 2024.

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

Amendment No. 3 to Registration Statement on
Form S-4

Notes to Consolidated Financial Statements

Note 13-Natural Gas Producing Activities (Unaudited)

Reserve Information, page F-81

 1. We note your response to prior comment
                                            4 and the expanded reconciliation of changes in proved reserves on page F-81; however, no
                                            revision volumes are attributed to changes in sales prices. Footnote (1) explains your drilling
                                            activity during the years 2023 and 2022 as the only change in proved reserves; however, the
                                            economic limit associated with your proved reserves, as of December 31, 2023 using a volume
                                            weighted average sales price of $14.13 per Mcf, would occur sooner than if you used the year-end
                                            2022 volume-weighted average sales price of $24.55. This change in economic limit would correspond
                                            to a reduction in the forecasted volume of proved reserves; therefore, you would recognize
                                            a negative volume change due to reduced sales prices as of December 31, 2023.

The changes in the standardized
measure on page F-83 presents a negative $96.6 million decrease due to prices as of December 31, 2023, and a positive $85.2 million increase
due to prices as of December 31, 2022. Please review and revise your disclosure to present the corresponding volume changes in proved
reserves associated with the changes in the volume-weighted average sales prices as of December 31, 2023 and December 31, 2022.

In addition, please refer to FASB
ASC 932-235-50-5 for a list of significant change categories that should be presented separately in your tabular reconciliation. Note:
“Extension and Discoveries” are a separate category from “Revisions of Previous Estimates.”

As all of your reserves are proved
undeveloped, this comment also relates to the volume changes in your proved undeveloped reserves presented on page 231.

Response: The Co-Registrants acknowledge the Staff’s comment and respectfully
advise the Staff that based on the estimated operating expenses included in the reserves reports, the December 31, 2023 and 2022 natural
gas prices are above the break-even price of production such that the full volume of recoverable gas is capable of being produced prior
to reaching the economic limit. Therefore, there was no reduction in the forecasted volume of proved reserves due to price changes.

As the Co-Registrants believe the revisions below to be immaterial
clarifications and that such information would not materially alter an investor’s decision-making, the Co-Registrants advise the
Staff that they will clarify disclosures in future filings accordingly. For illustrative purposes, the Co-Registrants anticipate the revised
disclosures would be substantially similar to the following.

Page 231:

Proved Undeveloped Reserves

Our 2023 proved undeveloped reserves increased by approximately 3.9
(106ft3), or approximately 28.4%, compared to 2022. The following table provides a roll-forward of our proved undeveloped
reserves.

    Proved
 Undeveloped
 Reserves

    (106ft3)

    Balance at January 1, 2023
      13,778

    Extensions(1)
      3,911

    Discoveries(1)
      —

    Changes in sales prices(2)
      —

    Other additions(1)
      —

    Revisions of previous estimates
      —

    Balance at December 31, 2023
      17,689

 (1) Increases from extensions are solely related to the Company’s
recent Longanesi development drilling. Recent drilling activity consisted of the following: drilling of two gross Longanesi development
wells (0.67 net wells to AleAnna’s interest) during the year ended December 31, 2022, and drilling of one gross Longanesi development
well (0.335 net to AleAnna’s interest) during the year ended December 31, 2023. The 3,911 106ft3 of reserves
added during the year ended December 31, 2023 relate to the drilling of one gross Longanesi development well (0.335 net to AleAnna’s
interest) during the year ended December 31, 2023.We had no other exploratory or development drilling during the years ended December
31, 2023 or 2022. The Company also had no other additions during the year ended December 31, 2023.

 (2) AleAnna’s existing reserves were considered economic and were
expected to be recovered at the volume-weighted average price attributable to the estimated proved reserves of $14.13 and $24.55 per thousand
cubic feet of gas for the year ended December 31, 2023, and 2022. Per the December 31, 2023 and 2022 reserves reports, the full volume
of total proved undeveloped reserves is produced within the economic limit of the reservoir despite the significant change in prices year
over year. Based on the estimated operating expenses included in the reserves reports, the December 31, 2023 and 2022 natural gas prices
are above the break-even price of production such that the full volume of recoverable gas is capable of being produced prior to reaching
the economic limit. As a result, there were no revisions to volumes in either year as a result of changes in sales prices during the years
ended December 31, 2023 and 2022.

    2

Page F-81:

Reserve Information

Proved developed reserves represent
only those reserves expected to be recovered from existing wells and support equipment. Proved undeveloped reserves represent proved reserves
expected to be recovered from new wells after substantial development costs are incurred.

The net reserve information
disclosed herein encompasses only the Company’s proved undeveloped Gradizza, Longanesi, and Trava discoveries. Other probable and
possible reserves related to Gradizza, Longanesi, and Trava have been excluded. Other prospective resources related to AleAnna’s
additional exploration prospects beyond Gradizza, Longanesi, and Trava have also been excluded. The following table summarizes estimated
net natural gas reserves in millions of cubic feet.

    December 31,

    2023
    2024

    (106ft3)

    Natural gas

    Proved developed and undeveloped reserves:

    Balance at January 1
      13,778
      11,735

    Extensions(1)
      3,911
      2,043

    Discoveries(1)
      —
      —

    Changes in sales prices(2)
      —
      —

    Other additions(1)
      —
      —

    Revisions of previous estimates
      —
      —

    Balance at December 31
      17,689
      13,778

    Proved developed reserves:

    Balance at January 1
      —
      —

    Balance at December 31
      —
      —

    Proved undeveloped reserves:

    Balance at January 1
      13,778
      11,735

    Extensions(1)
      3,911
      2,043

    Discoveries(1)
      —
      —

    Changes in sales prices(2)
      —
      —

    Other additions(1)
      —
      —

    Revisions of previous estimates
      —
      —

    Balance at December 31
      17,689
      13,778

 (1) Increases from extensions are solely related to the Company’s
recent Longanesi development drilling. Recent drilling activity consisted of the following: drilling of two gross Longanesi development
wells (0.67 net wells to AleAnna’s interest) during the year ended December 31, 2022, and drilling of one gross Longanesi development
well (0.335 net to AleAnna’s interest) during the year ended December 31, 2023. The 2,043 106ft3 of reserves
added during the year ended December 31, 2022 relate to the drilling of two gross Longanesi development wells (0.67 net wells to AleAnna’s
interest) during the year ended December 31, 2022. The 3,911 106ft3 of reserves added during the year ended December
31, 2023 relate to the drilling of one gross Longanesi development well (0.335 net to AleAnna’s interest) during the year ended
December 31, 2023. There were no other positive or negative revisions to reserves other than the reserves added as a result of drilling.
We had no other exploratory or development drilling during the years ended December 31, 2023 or 2022. The Company also had no other additions
during the years ended December 31, 2023 or 2022.

 (2) AleAnna’s existing reserves were considered economic and were
expected to be recovered at the volume-weighted average price attributable to the estimated proved reserves of $14.13 and $24.55 per thousand
cubic feet of gas for the year ended December 31, 2023, and 2022. Per the December 31, 2023 and 2022 reserves reports, the full volume
of total proved undeveloped reserves is produced within the economic limit of the reservoir despite the significant change in prices year
over year. Based on the estimated operating expenses included in the reserves reports, the December 31, 2023 and 2022 natural gas prices
are above the break-even price of production such that the full volume of recoverable gas is capable of being produced prior to reaching
the economic limit. As a result, there were no revisions to volumes in either year as a result of changes in sales prices during the years
ended December 31, 2023 and 2022.

    3

Page F-83:

NOTE
13 — NATURAL GAS PRODUCING ACTIVITIES (UNAUDITED)

The following table summarizes
the aggregate change in the standardized measure of discounted future net cash flows for individually significant sources of change (in
thousands).

    December 31,

    2023
    2022

    Beginning standardized measure of discounted future net cash flows
    $ 90,474
    $ 4,984

    Net change in sales prices related to future production(1)
      (96,635 )
      85,224

    Net change due to extensions(2)
      51,044
      11,050

    Previously estimated development costs incurred during the period
      3,281
      7,943

    Net change in income taxes
      21,579
      (19,164 )

    Accretion of discount
      181
      437

    Revisions of previous estimates(1)
    $ —
    $ —

    Aggregate change in the standardized measure of discounted future net cash flows(3)
      (20,550 )
      85,490

    Ending standardized measure of discounted future net cash flows
    $ 69,924
    $ 90,474

 (1) Gas prices are based on a reference price. Gross gas price is calculated
as the unweighted arithmetic average of the first day-of-the-month price for each month within a 12-month period prior to the end of the
reporting period. The volume-weighted average price attributable to the estimated proved reserves was $14.13 and $24.55 per thousand cubic
feet of gas for the year ended December 31, 2023, and 2022, respectively. AleAnna’s existing reserves were considered economic and
were expected to be recovered at the volume-weighted average price attributable to the estimated proved reserves of $14.13 and $24.55
per thousand cubic feet of gas for the year ended December 31, 2023, and 2022. Per the December 31, 2023 and 2022 reserves reports, the
full volume of total proved undeveloped reserves is produced within the economic limit of the reservoir despite the significant change
in prices year over year. Based on the estimated operating expenses included in the reserves reports, the December 31, 2023 and 2022 natural
gas prices are above the break-even price of production such that the full volume of recoverable gas is capable of being produced prior
to reaching the economic limit. As a result, there were no revisions to volumes in either year as a result of changes in sales prices
during the years ended December 31, 2023 and 2022.

 (2) Increases from extensions are solely related to the Company’s
recent Longanesi development drilling. Recent drilling activity consisted of the following: drilling of two gross Longanesi development
wells (0.67 net wells to AleAnna’s interest) during the year ended December 31, 2022, and drilling of one gross Longanesi development
well (0.335 net to AleAnna’s interest) during the year ended December 31, 2023. The 2,043 106ft3 of reserves
added during the year ended December 31, 2022 relate to the drilling of two gross Longanesi development wells (0.67 net wells to AleAnna’s
interest) during the year ended December 31, 2022. The 3,911 106ft3 of reserves added during the year ended December
31, 2023 relate to the drilling of one gross Longanesi development well (0.335 net to AleAnna’s interest) during the year ended
December 31, 2023. There were no other positive or negative revisions to reserves other than the reserves added as a result of drilling.
We had no other exploratory or development drilling during the years ended December 31, 2023 or 2022. AleAnna’s existing reserves
were considered economic and were expected to be recovered at the volume-weighted average price attributable to the estimated proved
reserves of $14.13 and $24.55 per thousand cubic feet of gas for the year ended December 31, 2023, and 2022. As a result, there were
no revisions to volumes in either year as a result of changes in sales prices during the years ended December 31, 2023 and 2022. The
Company also had no other additions during the years ended December 31, 2023 or 2022.

 (3) From December 31, 2021 to December 31, 2022, the standardized
measure of discounted future net cash flows increased due to both the increase in reserves from extensions as well as an increase in
the volume-weighted average price attributable to the estimated proved reserves. From December 31, 2022 to December 31, 2023, the standardized
measure of discounted future net cash flows decreases as a result of lower prices as noted immediately above in footnote 1. The decrease
in price more than offset the increase in reserves from extensions during the year ended December 31, 2023, resulting in a net decrease
to the standardized measure of discounted future cash flows from December 31, 2022 to December 31, 2023.

    4

If you have any questions
or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at 954-768-8209.

    Very truly yours,

    /s/ Grant J. Levine

    Grant J. Levine

    Greenberg Traurig, LLP

    cc:
    Tristan Yopp, Chief Financial Officer of AleAnna Energy, LLC

    Jennifer T. Wisinski, Esq., Haynes and Boone, LLP

    Stephen W. Grant Jr., Esq., Haynes and Boone, LLP

    John Bremner, Chief Executive Officer of Swiftmerge Acquisition Corp.

    Mark Selinger, Esq., Greenberg Traurig, LLP

    Adam Namoury, Esq., Greenberg Traurig, LLP

5

CORRESP
1
filename1.htm

November 14, 2024

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: Irene Barberena-Meissner, Karina Dorin,
Robert Babula and Gus Rodriguez

    Re:

    Swiftmerge Acquisition Corp.

    AleAnna Energy, LLC

    Amendment No. 2 to Registration Statement on Form S-4

    Filed November 5, 2024

    File No. 333-280699

Ladies and Gentlemen:

On behalf of Swiftmerge Acquisition
Corp. (the “SPAC”) and AleAnna Energy, LLC (the “Company”, together with the SPAC, the “Co-Registrants”),
below is the response of the SPAC and 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 November
5, 2024, regarding the Co-Registrants’ Amendment No. 2 to Registration Statement on Form S-4 (the “Second Amended Registration
Statement”) filed with the Commission on November 4, 2024. In connection with this letter, a third amendment to the Registration
Statement (the “Amended Registration Statement”) has been submitted to the Commission on the date hereof.

For your convenience, the
Staff’s comments are set forth in bold, followed by responses on behalf of the Co-Registrants. Unless otherwise indicated, all page
references in the responses set forth below are to the pages of the clean copy of the Amended Registration Statement. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Registration Statement.

Amendment No. 1 to Registration Statement
on Form S-4

Risks Related to SPAC and the Business Combination

If SPAC has not consummated an initial business
combination by June 17, 2025 or, if such period is extended, within such extended period, page 103

1. We
note your revised disclosure in response to prior comment 16 that if SPAC is unable to complete an initial business combination by December
14, 2024 and seeks to extend beyond such 36-month period, such extension would violate Nasdaq IM- 5101-2, and the SPAC’s securities
will be suspended and delisted by Nasdaq. Please revise this statement to clarify that your securities will be immediately suspended
and delisted once you receive a delisting determination letter from Nasdaq. Also, revise to describe any potential impact on your ability
to complete your initial business combination. Lastly, disclose the impact on securities holders if your securities are no longer considered
“covered securities.”

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised pages 103 and 104 of the Amended Registration Statement accordingly.

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 2 that BofA did not communicate the reason for providing a waiver of its deferred fees. Please revise to discuss in greater detail the circumstances surrounding BofA’s agreement to waive their deferred fees, including how this waiver was obtained from BofA.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised pages 41, 113 and 160 of the Amended Registration Statement accordingly.

Background to the Business Combination, page 160

    3.
    We note your revised disclosure in response to prior comment 6. Please expand your disclosure to elaborate on the relationship among SPAC, Pureplay and its co-founder, including any pre-existing relationships and understandings among such parties. In addition, please discuss in greater detail the circumstances under which SPAC and AleAnna were introduced. In that regard, we note that Pureplay issued a demand letter to SPAC for compensation for its role in facilitating the Business Combination.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised page 164 of the Amended Registration Statement accordingly.

AleAnna’s Business

Reserve Information

Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Natural Gas Reserves, page 231

    4.
    We note the revised presentation of future net cash flows and present value discounted at 10%; however, the section heading should be revised to “Present Value of Future Net Cash Flows Discounted at 10%.”

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised page 232 of the Amended Registration Statement accordingly.

    2

Notes to Consolidated Financial
Statements

Note 13-Natural Gas Producing Activities
(Unaudited)

Reserve Information, page F-77

 5. We
note the revised tabular reconciliation of the changes in total proved reserves and the updated explanatory footnote, as of December
31, 2023. We also note your presentation of the changes in the standardized measure (page F-79) includes a 2023 net downward change due
to the decrease in the volume-weighted average sales price from $24.55 per Mcf in 2022 to $14.13 per Mcf in 2023. Furthermore, the changes
in the standardized measure for 2022 include a similar but upward change attributed to a net change in the sales prices. Please expand
your tabular reconciliation of the changes in total proved reserves on page F-77 to include the volume changes associated with “revisions”
due to the net changes in sales prices separately from the volume change associated with “extensions & discoveries” for
the years ended December 31, 2023 and 2022, respectively. As all your reserves are proved undeveloped, this comment also applies to the
tabular reconciliation of the changes in proved undeveloped reserves, as of December 31, 2023. Please expand your tabular reconciliation
of the changes in proved undeveloped reserves on page 230 to include the negative volume change associated with “revisions”
due to the decrease in prices separately from the volume change associated with “extensions & discoveries.”

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised pages 231 and F-78 of the Amended Registration Statement accordingly.

Exhibits

 6. We
note you have filed a short form tax opinion filed as Exhibit 8.1 with respect to the material United States federal income tax consequences
of the Domestication to U.S. Holders of SPAC securities. Please also provide a legal opinion with respect to the material tax consequences
of the business combination to the respective securityholders of SPAC and AleAnna. If you intend to file short-form opinions, please
revise the related tax disclosure in your proxy statement/prospectus to clearly state that the tax consequences of the business combination
to the respective securityholders of SPAC and AleAnna is the opinion of named counsel and clearly identify the opinion being rendered.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised pages 213, 214, 219 and 222 of the Amended Registration Statement to revise
the discussion of material U.S. federal income tax consequences to U.S. Holders with respect to the Domestication, the exercise of redemption
rights and the Business Combination and the discussion of the consequences to the AleAnna Members of the Merger, and filed a revised
short form tax opinion as Exhibit 8.1 and a new short form tax opinion as Exhibit 8.2 to the Amended Registration Statement accordingly.

*      *      *
     *      *      *

    3

If you have any questions
or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at 954-768-8209.

    Very truly yours,

    /s/ Grant J. Levine

    Grant J. Levine

    Greenberg Traurig, LLP

    cc:
    Tristan Yopp, Chief Financial Officer of AleAnna Energy, LLC

    Jennifer T. Wisinski, Esq., Haynes and Boone, LLP

    Stephen W. Grant Jr., Esq., Haynes and Boone, LLP

    John Bremner, Chief Executive Officer of Swiftmerge Acquisition Corp.

    Mark Selinger, Esq., Greenberg Traurig, LLP

    Adam Namoury, Esq., Greenberg Traurig, LLP

4

CORRESP
1
filename1.htm

November 4, 2024

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: Irene Barberena-Meissner, Karina Dorin,
Robert Babula and Gus Rodriguez

    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

Ladies and Gentlemen:

On behalf of Swiftmerge Acquisition
Corp. (the “SPAC”) and AleAnna Energy, LLC (the “Company”, together with the SPAC, the “Co-Registrants”),
below is the response of the SPAC and 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 October
25, 2024, regarding the SPAC’s and the Company’s Amendment No. 1 to Registration Statement on Form S-4 (the “First Amended
Registration Statement”) filed with the Commission on October 8, 2024. In connection with this letter, an amendment to the Registration
Statement (the “Second Amended Registration Statement”) has been submitted to the Commission on the date hereof.

For your convenience, the
Staff’s comments are set forth in bold, followed by responses on behalf of the SPAC and the Company. Unless otherwise indicated,
all page references in the responses set forth below are to the pages of the clean copy of the Amended Registration Statement. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Registration Statement.

Amendment No. 1 to Registration Statement on
Form S-4 filed on October 8,2024

Proxy Statement/Prospectus Summary

Dilution, page 37

    1.
    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 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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosures throughout the Second Amended Registration Statement to include
additional redemption scenarios in accordance with the Staff’s comment.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on pages 42, 113 and 159 of the Second Amended Registration Statement
accordingly.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 117 of the Second Amended Registration Statement accordingly.

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.

Response:

ASC 805 defines a business as a set
of assets and activities that can be managed and conducted to provide economic benefits, lower costs, or dividends to owners, members,
participants, or investors. A business must have three key elements: inputs, processes, and outputs.
However, according to ASC 805, if substantially all of the fair value of the acquired assets is concentrated in a single identifiable
asset or a group of similar identifiable assets, the set is not considered a business and no further analysis is required.

Applying the Screen Test

ASC 805-10-55-5 provides a screen test,
which helps determine whether the acquired assets qualify as an asset acquisition rather than a business combination. If substantially
all of the fair value (typically 90% or more) of the gross assets acquired is concentrated in a single identifiable asset or a group of
similar identifiable assets, the acquisition is considered an asset acquisition.

For these acquired renewable natural
gas plants, the majority of the assets are concentrated in integrated Plant Assets, which includes anaerobic digestors, piping, electronic
controls, reciprocating generators, and other components physically connected and required for plant operation, and Land (where applicable).
This suggests that substantially all of the acquired assets are concentrated in a similar group of assets, supporting the view that the
acquisitions qualify as asset acquisitions. Further, the acquired renewable natural gas plants, in their current state, require upgrading
to transition from electricity production to renewable natural gas production and do not, in their present state, represent AleAnna’s
intended long-term highest and best use. As discussed on page 224 of the Second Amended Registration Statement, AleAnna intends to convert
the Plant Assets to biomethane production within a short time frame using “off-the-shelf” biogas (RNG) upgrading units.

    2

Campopiano Plant Asset Screen Test

Below is a summary of asset concentration
for the acquisition of the renewable natural gas plant known as the Campopiano plant, completed on July 29, 2024:

    Asset Categories
    Fair Value
    %

    Plant Assets
    $ 2,518,070
      63.70 %

    Land
      1,272,048
      32.18 %

    Automobiles
      162,666
      4.12 %

    Total
    $ 3,952,784
      100.00 %

As noted in the table above, over 95%
of the assets are concentrated in Plant Assets and Land, which significantly exceeds the “substantially all” threshold of
90% when viewed as a single asset. Management considered the following guidance in evaluating the Plant Assets (which includes anaerobic
digestors, piping, electronic controls, reciprocating generators, and other components physically connected and required for plant operation)
and Land as a single asset. ASC 805-10-55-5B states:

A single identifiable asset includes
any individual asset or group of assets that could be recognized and measured as a single identifiable asset in a business combination.
However, for purposes of this evaluation, the following should be considered a single asset:

a. A tangible asset that is attached
to and cannot be physically removed and used separately from another tangible asset (or an intangible asset representing the right to
use a tangible asset) without incurring significant cost or significant diminution in utility or fair value to either asset (for example,
land and building).

Management concluded that the Plant
Assets and the Land are considered a single identifiable asset for purposes of the screen test given the physical connectivity, and the
diminution in value of the renewable natural gas asset if separated from the group of physically connected Plant assets or the attached
Land.

Management also considered the qualitative
factors applied to the Casalino Plant above, in evaluating whether the acquisition represents an asset acquisition noting the following:

 ● The acquired set includes only a few assets (rather than multiple
asset classes)

 ● The acquired set does not include an organized workforce

    ●
    The acquired set does not include goodwill, nor would goodwill be expected in this type of acquisition

    ●
    The acquired set did not include a legal entity, nor any trademarks, customer lists, or similar identifiable intangibles

Based on the quantitative asset concentration
of 95% and the qualitative factors above, management concluded the Campopiano acquisition should be accounted for as an asset acquisition.

Casalino Plant Asset Screen Test

Below is a summary of the asset concentration
for the acquisition of the renewable natural gas plant known as the Casalino plant, completed on July 8, 2024:

    Asset Categories
    Fair Value
    %

    Plant Assets
    $ 3,160,425
      88.19 %

    Automobiles
      137,233
      3.83 %

    Inventory
      285,938
      7.98 %

    Total
    $ 3,583,595
      100.00 %

According to an interpretive guidance,
“substantially all” is generally considered to mean 90% or more but is not a bright line test. In the case of the Casalino
Plant, Plant Assets represent over 88% of the purchase price. Given the proximity to 90%, management also considered qualitative factors
in evaluating whether the acquisition represents an asset acquisition noting the following:

    ●
    The acquired set includes only a few assets (rather than multiple asset classes)

    ●
    The acquired set does not include an organized workforce

    ●
    The acquired set does not include goodwill, nor would goodwill be expected in this type of acquisition

    ●
    The acquired set did not include a legal entity, nor any trademarks, customer lists, or similar identifiable intangibles

Based on the quantitative and qualitative
factors above, Management concluded the Casalino acquisition should be accounted for as an asset acquisition.

    3

Conclusion

The acquisitions of the Casalino and
Campopiano renewable natural gas plants each qualify as asset acquisitions under ASC 805, based on the application of the screen test.
The purchase price of the acquired assets will be allocated pro-rata according to the estimated fair values of the acquired assets, with
no recognition of goodwill or bargain purchase gain. Direct transaction costs will be capitalized and depreciated over the useful lives
of the related assets.

We considered the impact an alternative
accounting treatment of the acquisitions as a business combinations on the unaudited pro forma financial information and future financial
statements of the Company. We note that if the acquisitions were accounted for as a business combination, no goodwill would be recognized
as the purchase price equates to the fair values of the acquired assets, and we have not identified any intangible assets or other major
asset classes. While the Casalino and Campopiano renewable natural gas plants represent processing capability (converting bio feedstocks
into electricity through reciprocating generators), the assets require independent sourcing of inputs, and do not have firm long-term
offtake contracts. Electricity is sold as produced to the regional electric utility under a tariff regime. Additionally, we note that
transaction costs would be expensed if business combination accounting were applied. Transaction costs are not material to the pro forma
financial information. Thus, accounting for the assets acquisitions as a business combination would not significantly alter the measurement,
presentation, or disclosure of the acquisitions in the unaudited pro forma financial information or future financial statements of the
Company.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on pages 164 through 168 of the Second Amended Registration Statement
accordingly, including to clarify that no updated letter of intent was executed by the parties with respect to the terms of the letter
of intent that were renegotiated.

    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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 168 of the Second Amended Registration Statement accordingly.

    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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 168 of the Second Amended Registration Statement accordingly.

    4

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 178 of the Second Amended Registration Statement accordingly.

    9.
    Please describe in greater detail the comparable companies analysis utilized to analyze AleAnna’s potential RNG

CORRESP
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October 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Division of Corporation Finance

Officer of Energy & Transportation

Washington, D.C. 20549

Attention: Irene Barberena-Meissner, Karina Dorin,
Robin Babula and Gus Rodriguez

    Re:

    Swiftmerge Acquisition Corp.

    AleAnna Energy, LLC

    Registration Statement on Form S-4

    Filed July 5, 2024

    File No. 333-280699

Ladies and Gentlemen:

On behalf of Swiftmerge Acquisition
Corp. (the “SPAC”) and AleAnna Energy, LLC (the “Company”, together with the SPAC, the “Co-Registrants”),
below is the response of the SPAC and 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 August
6, 2024, regarding the SPAC’s and the Company’s Registration Statement on Form S-4 (the “Registration Statement”)
filed with the Commission on July 5, 2024. In connection with this letter, an amendment to the Registration Statement (the “Amended
Registration Statement”) has been submitted to the Commission on the date hereof.

For your convenience, the
Staff’s comments are set forth in bold, followed by responses on behalf of the SPAC and the Company. Unless otherwise indicated,
all page references in the responses set forth below are to the pages of the clean copy of the Amended Registration Statement.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amended Registration Statement.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on the cover page and throughout the Amended Registration Statement
accordingly.

    2.
    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 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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on the cover page and throughout the Amended Registration Statement
accordingly.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

October 8, 2024

Page 2

    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.

Response:

The Co-Registrants acknowledge the Staff’s
comment and have revised the disclosure on the cover page and throughout the Amended Registration Statement accordingly. The Co-Registrants
do not believe that AleAnna or any of its directors or officers have any actual or potential material conflicts of interest with unaffiliated
security holders of the SPAC with respect to the Business Combination, including whether to proceed with the Business Combination, or
the approval of the Required SPAC Proposals.do not believe that any of its directors .

    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.

Response: The Co-Registrants acknowledge the Staff’s comment and have revised
the disclosure on the page v and throughout the Amended Registration Statement accordingly.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 15 of the Amended Registration Statement accordingly.

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.

Response: The
Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on page 26 and 104 of the Amended Registration
Statement accordingly.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

October 8, 2024

Page 3

Q. May the Sponsor, SPAC’s directors,
officers, advisors or their affiliates purchase shares in connection with the Business Combination?, page 28

    7.
    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 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.

Response: The
Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on pages 30 and 31 of the Amended Registration
Statement accordingly.

Proxy Statement/Prospectus Summary, page 31

    8.
    Revise the filing to provide the dilution disclosures required by Item 1604(c) of Regulation S-K.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on pages 37 and 140 of the Amended Registration Statement accordingly.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on pages 38 and 141of the Amended Registration Statement accordingly.

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.

Response: The
Co-Registrants acknowledge the Staff’s comment and have revised the disclosure on pages 34, 71 and 218 of the Amended
Registration Statement accordingly.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

October 8, 2024

Page 4

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on pages 41 and 91 of the Amended Registration Statement accordingly.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 111 of the Amended Registration Statement accordingly.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on pages 41, 113 and 156 of the Amended Registration Statement accordingly.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

October 8, 2024

Page 5

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 115 of the Amended Registration Statement accordingly.

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.

Response: The Co-Registrants acknowledge the Staff’s comment and have revised
the disclosure on pages 116 and 117 of the Amended Registration Statement accordingly.

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.

Response: The Co-Registrants
acknowledge the Staff’s comment and have revised the disclosure on page 126 of the Amended Registration Statement accordingly.

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.

Response: As the Blugas Settlement
occurred on May 28, 2024, the Company has since concluded on the accounting for this transaction and recorded it in its condensed consolidated
interim financial statements as of and for the six months ended June 30, 2024 included in the Amended Registration Statement.

As disclosed in the condensed consolidated
interim financial statements as of and for the six months ended June 30, 2024, and elsewhere in the Amended Registration Statement, the
Company accounted for the Blugas Settlement as the acquisition of Blugas’ interest in the future gas production, with $5.4 million
(the “Purchase Price”) included in natural gas and other properties and $1.2 million (the “VAT Portion”) included
in value-added tax refund receivable.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

October 8, 2024

Page 6

The Company accounted for the acquisition
as an asset acquisition, in accordance with the guidance in ASC 932-360 and the general guidance in ASC-360 regarding the purchase of
properties. As the Blugas Settlement resulted in the Company acquiring Blugas’s 20% interest in the gas reserves, effectively transferring
ownership of this interest to the Company, the Purchase Price was capitalized to natural gas and other properties in the condensed consolidated
balance sheet, with the VAT Portion being included in value-added tax refund receivable.

This interest, an overriding royalty
interest (ORRI) whereby Blugas had claim to the first 350 million cubic meters of gas extracted, represents a tangible economic asset
with probable future economic benefits as it grants the Company the right to a proportionate share of the future gas production, which
can be sold in the market, thereby generating future cash flows. The Company’s year-end December 31, 2023 reserve quantities included
the 20% of 350 million stand

August 9, 2024
Christopher J. Munyan
Chief Financial Officer
Swiftmerge Acquisition Corp.
4318 Forman Avenue
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Form 10-K for the year ended December 31, 2023
Filed April 1, 2024
Form 10-K/A for the year ended December 31, 2023
Filed July 26, 2024
File No. 001-41164
Dear Christopher J. Munyan:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
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Swiftmerge Acquisition Corp.

4318 Forman Avenue

Toluca Lake, CA 91602

July 26, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kellie Kim

Kristina Marrone

Re: Swiftmerge Acquisition Corp.

Form 10-K/A for the year
ended December 31, 2023

Filed June 27, 2024

File No. 001-41164

Dear Ms. Kim and Ms. Marrone:

Swiftmerge Acquisition Corp.
(the “Company”) hereby acknowledges receipt of the comment letter dated July 15, 2024 (the “Comment Letter”) from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-captioned
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the Commission on June 27, 2024 (as amended, the
“Annual Report”). The Company hereby submits this letter in response to the Comment Letter.

Concurrent with the submission
of this letter, the Company is filing via EDGAR an amendment to the Annual Report (“Amendment No. 2”) on Form 10-K/A,
which reflects the Company’s response to the comment received by the Staff.

For ease of review, we have
set forth below the numbered comment from the Comment Letter and the Company’s response thereto.

Form 10-K/A for the year ended December 31,
2023

Exhibits

 1. We note that the Section 302 and 906 certifications have been omitted from your amended Form 10-K.
Please file an amended Form 10-K in its entirety and include the certifications as Exhibits 31 and 32 as required by Item 601 of Regulation
S-K.

Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that management of the Company had inadvertently excluded the
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 in Amendment No. 1 to the Annual Report on Form 10-K/A filed
with the Commission on June 27, 2024. The Company is filing Amendment No. 2 on Form 10-K/A to amend Part IV, Item 15 “Exhibits and
Financial Statement Schedules” to include the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and to file
such Exhibits 31.1 and 31.2 therewith.

We appreciate the Staff’s
comment and request the Staff contact Grant J. Levine of Greenberg Traurig, P.A. at (954) 768-8209 or levineg@gtlaw.com with any questions
or comments regarding this letter.

    Very truly yours,

    /s/ Christopher J. Munyan

    Christopher J. Munyan

    Chief Financial Officer

    Swiftmerge Acquisition Corp.

July 15, 2024
Christopher J. Munyan
Chief Financial Officer
Swiftmerge Acquisition Corp.
4318 Forman Avenue
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Form 10-K/A for the year ended December 31, 2023
Filed June 27, 2024
File No. 001-41164
Dear Christopher J. Munyan:
            We have reviewed your Form 10-K/A filed on June 27, 2024 and have the following
comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K/A for the year ended December 31, 2023
Exhibits
1.We note that the Section 302 and 906 certifications have been omitted from your amended
Form 10-K.  Please file an amended Form 10-K in its entirety and include the
certifications as Exhibits 31 and 32 as required by Item 601 of Regulation S-K.

            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,

July 15, 2024
Page 2
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
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CORRESP

 Swiftmerge Acquisition Corp.

4318 Forman Avenue

 Toluca Lake, CA
91602

 June 27, 2024

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:  Kellie Kim

Kristina Marrone

Re:
 Swiftmerge Acquisition Corp.

Form 10-K for the year ended December 31, 2023

Filed April 1, 2024

File No. 001-41164

 Dear
Ms. Kim and Ms. Marrone:

 Swiftmerge Acquisition Corp. (the “Company”) hereby acknowledges receipt of the comment
letter dated June 17, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above-captioned Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on April 1, 2024 (the “Annual Report”). The Company hereby submits this letter in response to the Comment Letter.

Concurrent with the submission of this letter, the Company is filing via EDGAR an amendment to the Annual Report (“Amendment
No. 1”) on Form 10-K/A, which reflects the Company’s response to the comment received by the Staff.

For ease of review, we have set forth below the numbered comment from the Comment Letter and the Company’s response thereto.

Form 10-K for the year ended December 31, 2023

Item 9A. Controls and Procedures, page 66

1.
 Please amend your filing to provide management’s report on internal control over financial reporting
pursuant to Item 308 of Regulation S-K.

 Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that management of the Company had performed the assessment of internal control over financial reporting as of December 31, 2023 but that the Company inadvertently
excluded disclosures related to management’s report of that assessment from its Annual Report. In response to the Staff’s comment, the Company has amended and restated its disclosure in Part II, Item 9A of the Annual Report to include
management’s report on internal control over financial reporting pursuant to Item 308 of Regulation S-K on page 1 of Amendment No. 1.

We appreciate the Staff’s comment and request the Staff contact Grant J. Levine of Greenberg Traurig, P.A. at (954) 768-8209 or levineg@gtlaw.com with any questions or comments regarding this letter.

Very truly yours,

 /s/ Christopher J. Munyan

Christopher J. Munyan

Chief Financial Officer

Swiftmerge Acquisition Corp.

United States securities and exchange commission logo
June 17, 2024
Christopher J. Munyan
Chief Financial Officer
Swiftmerge Acquisition Corp.
4318 Forman Avenue
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Form 10-K for the year ended December 31, 2023
Filed April 1, 2024
File No. 001-41164
Dear Christopher J. Munyan:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Item 9A. Controls and Procedures, page 66
1.Please amend your filing to provide management's report on internal control over financial
reporting pursuant to Item 308 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance

 FirstName LastNameChristopher J. Munyan
 Comapany NameSwiftmerge Acquisition Corp.
 June 17, 2024 Page 2
 FirstName LastName
Christopher J. Munyan
Swiftmerge Acquisition Corp.
June 17, 2024
Page 2
Office of Real Estate & Construction

United States securities and exchange commission logo
March 1, 2024
John Bremner
Chief Executive Officer
Swiftmerge Acquisition Corp.
4318 Forman Ave.
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 23, 2024
File No. 001-41164
Dear John Bremner:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David E. Fleming, Esq.

CORRESP
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CORRESP

 345 Park Avenue

New York, NY 10154

 Main

 Fax

 212.407.4000

 212.407.4990

 February 29, 2024

 VIA
EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street N.E.

 Washington, D.C. 20549

Attn: Stacie Gorman

Re:
 Swiftmerge Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed February 23, 2024

File No. 001-41164

Dear Ms. Gorman:

 On behalf of Swiftmerge
Acquisition Corp. (the “Company”), we submit this letter providing a response to the comment raised by the Staff of the Securities and Exchange Commission (the “Staff”) in a written comment letter on February 28, 2024 with
respect to the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 001-41164 (the “Preliminary Proxy Statement”). The bold type below is the Staff’s comment and
the regular type constitutes the Company’s response thereto.

 Preliminary Proxy Statement on Schedule 14A

General

1.
 We note that you are seeking to extend your termination date to June 17, 2025, a date which is
approximately 42 months from your initial public offering. We also note that you are listed on The Nasdaq Stock Market LLC and that Section IM-5101-2 of the Nasdaq
Listing Rules requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your
termination deadline to June 17, 2025, does not comply with this rule, or advise, and revise to disclose the risks of your non-compliance with this rule, including that your securities may be subject to
suspension and delisting from The Nasdaq Stock Market LLC, and the consequences of any such suspension or delisting. We also note your statements elsewhere in the proxy, including in Proposal No. 3, explaining that you do not believe you need
the NTA Requirement and that you intend to rely on being listed on Nasdaq to not be deemed a penny stock issuer. Please revise to reconcile these statements with the issue noted above, and expand your disclosure to clearly discuss the consequences
if you are no longer able to rely on being listed on Nasdaq to not be deemed a penny stock issuer.

Los Angeles  New York 
Chicago  Nashville  Washington, DC  San Francisco  Beijing  Hong Kong  www.loeb.com

 For the United States offices, a
limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 February 29, 2024

 Page
 2

 Response: The Company notes the Staff’s comment and respectfully advises the Staff that the
Company will include in the “Risk Factor” section of the Definitive Proxy Statement on Schedule 14A that it plans to file with the SEC on or about March 4, 2024 the following risk factor:

The Extension Amendment contemplated by the Extension Amendment Proposal contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend
trading in the Company’s securities or lead the Company to be delisted from Nasdaq.

 The Company is listed on the Nasdaq
Capital Market. Nasdaq Listing Rule IM-5101-2 (the “Listing Rule”) requires that a special purpose acquisition company complete one or
more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the Company’s IPO registration statement was declared effective by the SEC
on December 17, 2021, it is required to complete an initial business combination by December 17, 2024 pursuant to the Listing Rule (the “Nasdaq Deadline”). If the Extension Amendment is approved and the Board
exercises its right to extend the life of the Company past December 17, 2024, such extension would extend the life of the Company past the Nasdaq Deadline. The Listing Rule also provides that failure to comply with this requirement will result
in the Listing Qualifications Department issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities. We cannot assure you that Nasdaq will not suspend or delist the Company’s securities in the event the
Extension Amendment Proposal is approved and the Extension Amendment is implemented and the Company does not complete one or more business combinations by the Nasdaq Deadline. Upon receipt of any such delisting letter, the Company will have the
option to appeal Nasdaq’s determination. To the extent that the Company receives a delisting letter, the Company intends to appeal the Nasdaq delisting in order to permit the continued listing of the Company on Nasdaq so that the Company can
consummate an initial business combination by the Extended Date. We cannot assure you that any such appeal or hearing will be successful. In the event the Company is not successful in its appeal and is delisted from Nasdaq, the only established
trading market for its securities would be eliminated and the Company would seek to have its securities quoted on an over-the-counter market. If this were to occur,
we could face significant material adverse consequences, including:

 •  a limited availability of market quotations for
our securities;

 •  an inability to complete a business combination;

•  reduced liquidity for our securities;

•  a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in
our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 February 29, 2024

 Page
 3

 •  a limited amount of news and analyst coverage; and

•  a decreased ability to issue additional securities or obtain additional financing in the future.

*******

 In further response to
the Staff’s comment, the Company has revised the disclosures on Proposal No. 3 to indicate that if the Company extends beyond the Nasdaq Deadline and Nasdaq suspends or delists the Company’s securities, the Company would not be able
to rely on being listed on Nasdaq for purposes of not being deemed a penny stock issuer.

 We are also filing with this letter as
Exhibit A, the pages that are marked to show changes made since the filing of the Preliminary Proxy Statement on Schedule 14A which address the Staff’s Comment No. 1.

We appreciate your time and attention to the Company’s filing. We hope that this response adequately satisfy the Staff’s comment and
concerns. Should you have any questions, please call me at (212) 407-4923.

Sincerely,

/s/ David J. Levine

United States securities and exchange commission logo
February 28, 2024
John Bremner
Chief Executive Officer
Swiftmerge Acquisition Corp.
4318 Forman Ave.
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 23, 2024
File No. 001-41164
Dear John Bremner:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that you are seeking to extend your termination date to June 17, 2025, a date
which is approximately 42 months from your initial public offering. We also note that you
are listed on The Nasdaq Stock Market LLC and that Section IM-5101-2 of the Nasdaq
Listing Rules requires that a special purpose acquisition company complete one or more
business combinations within 36 months of the effectiveness of its IPO registration
statement. Please revise to explain that the proposal to extend your termination deadline to
June 17, 2025, does not comply with this rule, or advise, and revise to disclose the risks of
your non-compliance with this rule, including that your securities may be subject to
suspension and delisting from The Nasdaq Stock Market LLC, and the consequences of
any such suspension or delisting. We also note your statements elsewhere in the proxy,
including in Proposal No. 3, explaining that you do not believe you need the NTA
Requirement and that you intend to rely on being listed on Nasdaq to not be deemed a
penny stock issuer. Please revise to reconcile these statements with the issue noted above,
and expand your disclosure to clearly discuss the consequences if you are no longer able

 FirstName LastNameJohn  Bremner
 Comapany NameSwiftmerge Acquisition Corp.
 February 28, 2024 Page 2
 FirstName LastName
John  Bremner
Swiftmerge Acquisition Corp.
February 28, 2024
Page 2
to rely on being listed on Nasdaq to not be deemed a penny stock issuer.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David E. Fleming, Esq.

United States securities and exchange commission logo
April 10, 2023
John S. Bremner
Chief Executive Officer
Swiftmerge Acquisition Corp.
4318 Forman Ave.
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed on April 3, 2023
File No. 001-41164
Dear John S. Bremner:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew R. Pacey, Esq.

CORRESP
1
filename1.htm

CORRESP

 Swiftmerge Acquisition Corp.

4318 Forman Ave.

 Toluca Lake,
California 91602

 April 6, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street, NE

 Washington, D.C. 20549

Attention:

Joseph Ambrogi

Brigitte Lippmann

 Re:

Swiftmerge Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed on April 3, 2023

File No. 001-41164

 Ladies and Gentlemen:

This letter sets forth the response of Swiftmerge Acquisition Corp. (the “Company”) to the comments of the staff of the
Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 5, 2023, with respect to the above referenced
Preliminary Proxy Statement on Schedule 14A.

 Concurrently with the submission of this letter, the Company is filing Amendment No. 1
to the Preliminary Proxy Statement on Schedule 14A (the “Amended Preliminary Proxy Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Amended Preliminary Proxy
Statement.

 Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have
incorporated your comments into this response letter in italics.

 Amendment Preliminary Proxy Statement on Schedule 14A

1. Staff’s comment: With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any
members who are, or has substantial ties with, a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate.

Response:

 The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 19–20 of the Amended Preliminary Proxy Statement as requested.

*****

 We respectfully request the Staff’s assistance in reviewing the Amended Preliminary
Proxy Statement as soon as possible. Please contact Billy Vranish of Kirkland & Ellis LLP at (713) 836-3695 with any questions or further comments regarding the responses to the Staff’s comments.

Sincerely,

SWIFTMERGE ACQUISITION CORP.

By:

 /s/ John S. Bremner

Name:

John S. Bremner

Title:

Chief Executive Officer

 Enclosures

cc:

Matthew R. Pacey, P.C.

Billy Vranish

United States securities and exchange commission logo
April 5, 2023
John S. Bremner
Chief Executive Officer
Swiftmerge Acquisition Corp.
4318 Forman Ave.
Toluca Lake, CA 91602
Re:Swiftmerge Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed on April 3, 2023
File No. 001-41164
Dear John S. Bremner:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, also include
risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may
not be able to complete an initial business combination with a target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity

 FirstName LastNameJohn S. Bremner
 Comapany NameSwiftmerge Acquisition Corp.
 April 5, 2023 Page 2
 FirstName LastName
John S. Bremner
Swiftmerge Acquisition Corp.
April 5, 2023
Page 2

in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Joseph Ambrogi at 202-551-4821 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Matthew R. Pacey, Esq.