---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-219317"
form_type: "8-K"
ticker: "ANNA"
cik: "0001845123"
company_name: "AleAnna, Inc."
filed_at: "2023-08-24T23:59:59+00:00"
generated_at: "2026-06-11T04:22:06.201056+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Swiftmerge restates FY2022 and Q1 2023 financials on deferred underwriting commission classification error

## Summary
- Company determined waived deferred underwriting commissions were improperly classified as liability after waiver obtained in November 2022.
- Non-reliance on previously issued audited FY2022 and unaudited Q1 2023 financial statements; will amend Form 10-K and 10-Q.
- Restatement has no impact on cash position; only classification change.
- Management concluded disclosure controls and procedures were not effective for affected periods due to this error.
- Discussed matters with independent auditor Marcum LLP.

## SEC filing metadata
- accession: 0001193125-23-219317
- form_type: 8-K
- ticker: ANNA
- cik: 0001845123
- company_name: AleAnna, Inc.
- filed_at: 2023-08-24T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 4.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1845123/000119312523219317/0001193125-23-219317-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845123/000119312523219317/d509757d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-219317
- JSON: https://secwatch.observer/filing/0001193125-23-219317.json
- Plain text: https://secwatch.observer/filing/0001193125-23-219317.txt

## Key facts
- Auditor Changes
  AleAnna, Inc. reported that prior financial statements should not be relied upon.
  - Action: non reliance
  - Auditor: Marcum LLP
  source text: As a result, management determined that it is appropriate to restate the Company’s previously issued audited financial statements for the year ended December 31, 2022, included in the Company’s previously filed Annual Report on Form 10-K with the Securities and Exchange Commission (the “Form 10-K”), and the unaudited financial statements for the three months ended March 31, 2023, included in the Company’s previously filed Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “Form 10-Q” and collectively with the Form 10-K and the financial statements included in the Form 10-K and the Form 10-Q, the “Non-Reliance Financial Statements”). The Company’s audit committee concluded that the Non-Reliance Financial Statements should no longer be relied upon, and that the Company will amend the Form 10-K and the Form 10-Q to include restatements of the Non-Reliance Financi
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845123/000119312523219317/0001193125-23-219317-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.