AleAnna, Inc. (ANNA): M&A transaction — AleAnna closes merger with Swiftmerge; 40.6M Class A shares outstanding, Nasdaq trading begins Dec 16

AleAnna, Inc.

Closed on Dec 13, 2024: Swiftmerge acquired AleAnna Energy; combined entity renamed AleAnna, Inc.
Merger consideration: 65.1M shares (39.1M Class A + 25.9M Class C with HoldCo units).
Redemptions: 1.16M SPAC shares redeemed at $11.39 each; forfeitures reduced share count.
Post-close shares: 40.56M Class A, 25.99M Class C, and 11.25M warrants outstanding.
New board and officers appointed: Marco Brun CEO, Tristan Yopp CFO, Charles Roscopf CAO.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

AleAnna, Inc.: The Board approved and adopted a new code of business conduct and ethics (effective 2024-12-13).

Change: code of ethics
Effective: 2024-12-13

Exact text from the filing

On December 13, 2024, the Board approved and adopted a new code of business conduct and ethics that applies to all of its directors, executive officers and other employees, which is available on Surviving PubCo’s website, www.aleannainc.com, under “Governance.”

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

AleAnna, Inc.: SurvivingPubCo ceased to be a shell company upon the closing of the business combination (effective 2024-12-13).

Change: shell status
Effective: 2024-12-13

Exact text from the filing

As a result of the Business Combination, Surviving PubCo ceased to be a shell company upon the Closing.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

AleAnna, Inc. underwent a change of control involving AleAnna Energy, LLC for 65,098,476 shares of a combination of (i) 39,104,076 shares of Surviving PubCo Class A Common Stock and (ii) 25,994,400 shares of Surviving PubCo Class C Common (closed 2024-12-13).

Action: change of control
Counterparty: AleAnna Energy, LLC
Consideration: 65,098,476 shares of a combination of (i) 39,104,076 shares of Surviving PubCo Class A Common Stock and (ii) 25,994,400 shares of Surviving PubCo Class C Common
Closing: 2024-12-13

Exact text from the filing

the surviving company and a wholly-owned subsidiary of HoldCo. The aggregate merger consideration issued to the Company Members immediately prior to the Closing was equal to 65,098,476 shares of a combination of (i) 39,104,076 shares of Surviving PubCo Class A Common Stock and (ii) 25,994,400 shares of Surviving PubCo Class C Common Stock (with one Class C

View on SEC.gov

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AleAnna, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-110260

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