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Based on the provided financial report articles, the title of the article is: "FORM 10-K: ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

Press release·03/31/2025 20:11:51
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Based on the provided financial report articles, the title of the article is: "FORM 10-K: ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

Based on the provided financial report articles, the title of the article is: "FORM 10-K: ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

AleAnna, Inc. filed its annual report for the fiscal year ended December 31, 2024. The company reported a market value of common stock held by non-affiliates of $382,100 as of December 31, 2024. As of March 31, 2025, there were 40,584,455 shares of Class A common stock and 25,994,400 shares of Class C common stock outstanding. The company’s securities are registered with the Securities and Exchange Commission (SEC) under Section 12(b) of the Securities Exchange Act of 1934.

Overview

AleAnna is a natural gas resource company focused on delivering critical natural gas supplies to Europe through both onshore conventional natural gas exploration and renewable natural gas development in Italy. The company has several conventional natural gas discoveries including the Longanesi field, located in the Po Valley in Northern Italy, which is one of Italy’s largest modern gas discoveries. AleAnna retains a 33.5% working interest in the Longanesi field with its working interest partner and operator, Padana.

In 2021, AleAnna launched a renewable natural gas (RNG) development business focused on bringing to market carbon-negative renewable natural gas derived from animal and agricultural waste. Between March 2024 and July 2024, the company successfully completed three strategic acquisitions of RNG assets in Italy for an aggregate of approximately $9.5 million.

The Transactions

On December 13, 2024, AleAnna consummated a business combination with Swiftmerge Acquisition Corp., a SPAC. The transaction was accounted for as a common control transaction with respect to AleAnna Energy, which is akin to a reverse recapitalization. Nautilus Resources LLC, the majority owner of AleAnna Energy prior to the transaction, retained a controlling financial interest in the combined company.

Recent Developments

In March 2025, AleAnna achieved first production from its five wells in the Longanesi field. The company also entered into a gas sale agreement with Shell Energy Europe Limited to be the exclusive buyer of its share of natural gas produced from the Longanesi field.

Between March 2024 and July 2024, AleAnna completed three acquisitions of renewable natural gas plant projects in Italy for an aggregate of approximately $9.5 million. The plants are in various stages of development, with one greenfield plant and two brownfield plants that are currently operational.

In May 2024, AleAnna reached a $6.6 million settlement agreement with Blugas Infrastructure S.r.l. regarding an overriding royalty interest on the Longanesi field, releasing the company from any future liability related to the royalty.

Key Factors Affecting Performance, Prospects and Future Results

Key factors for AleAnna’s success include achieving first production at the Longanesi field, commencing and expanding its renewable natural gas operations, and managing risks such as competition, regulatory hurdles, and operational challenges.

Key Components of Results of Operations

AleAnna’s revenue during 2024 was $1.4 million from electricity sales at two of its renewable natural gas assets. The company expects to generate significant future revenue from conventional natural gas sales once production commences.

Key expenses include general and administrative costs, business combination transaction expenses, and non-cash items like depreciation and accretion. AleAnna recorded a net loss of $12.4 million in 2024.

Operations

AleAnna has incurred net losses annually since inception and does not expect to achieve sustained profitability until 2025. The company’s accumulated deficit was $191.0 million as of December 31, 2024. Losses have primarily stemmed from costs associated with the Longanesi field development and general and administrative expenses.

Results of Operations

Revenues and cost of revenues in 2024 were related to the renewable natural gas assets acquired in 2024. General and administrative expenses increased 11% in 2024 compared to 2023, primarily due to higher legal, audit and consulting fees. Business combination transaction expenses of $8.4 million were recorded in 2024.

Other income and expenses included $1.9 million of interest and other income and a $0.2 million gain from the change in fair value of a derivative liability.

Liquidity, Capital Resources and Operations

As of December 31, 2024, AleAnna had $28.3 million in cash and cash equivalents. The company received $62.1 million in capital contributions from members in early 2024 to fund operations and the business combination. AleAnna is exploring additional financing options such as reserve-based lending and renewable natural gas project loans.

The company’s ability to develop and operate its projects is subject to risks including regulatory approvals, commodity price volatility, and availability of financing. AleAnna monitors the operational and financial performance of its operator, Padana, to mitigate risks.

Segment Considerations

AleAnna’s operations are currently managed and reported as a single segment, as the chief operating decision maker focuses on the company’s overall performance and development activities rather than evaluating distinct conventional natural gas and renewable natural gas operations.

Internal Control over Financial Reporting

AleAnna identified material weaknesses in its internal control over financial reporting related to the control environment, accounting policy selection and implementation, and account reconciliation and journal entry review. The company is in the early stages of remediating these weaknesses.

In summary, AleAnna is an early-stage natural gas and renewable natural gas company that is focused on developing its Longanesi conventional gas field and expanding its renewable natural gas business through strategic acquisitions. The company has incurred significant losses to date but expects to achieve profitability in 2025 as it commences Longanesi production and grows its RNG operations. Key risks and challenges include regulatory hurdles, commodity price volatility, and the need for additional financing.

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