8-K
AleAnna, Inc. (ANNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):March 31, 2025
AleAnna, Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-41164 | 98-1582153 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 300 Crescent Court, Suite 1860Dallas, Texas | 75201 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(469) 398-2200
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | ANNA | The Nasdaq Capital Market |
| Warrants, each whole warrant exercisable for one share of Class A common stock | ANNAW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and FinancialCondition
On March 31, 2025, AleAnna, Inc. (the “Company”) issued a press release reporting the financial results for its fiscal year ended December 31, 2024. A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 99.1* | Press Release dated March 31, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| --- | --- |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2025 | AleAnna, Inc. | ||
|---|---|---|---|
| By: | /s/ Tristan Yopp | ||
| Name: | Tristan Yopp | ||
| Title: | Chief Financial Officer |
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Exhibit 99.1
AleAnna, Inc. Reports Fiscal Year 2024 Results
A Series of Milestones, Including Public Listing,Were Achieved in 2024; Longanesi First Gas Production Has Been Achieved
Fiscal Year 2024 and Recent Company Highlights:
| ● | Gas production at Longanesi has commenced as of March 13, 2025 |
|---|---|
| ● | Between March 2024 and July 2024, AleAnna successfully completedthree separate strategic acquisitions of renewable natural gas (“RNG”) plant projects in Italy for aggregate considerationof approximately $9.7 million, which generated $1.4 million in electricity production revenue in 2024 |
| --- | --- |
| ● | On December 13, 2024, AleAnna completed its de-SPAC transaction and becamepublicly traded on Nasdaq under the ticker symbol “ANNA” |
| --- | --- |
| ● | AleAnna ended fiscal year 2024 with approximately $28.3 million in cashand cash equivalents |
| --- | --- |
DALLAS – March 31, 2025 – AleAnna, Inc. (“AleAnna” or the “Company”) (NASDAQ: ANNA) today reported results for fiscal year 2024. Fiscal year 2024 was a transformative year for the Company, highlighted by the successful completion of our de-SPAC public listing transaction. AleAnna also launched its RNG asset acquisition program to expand the Company’s renewable energy portfolio. At year-end, AleAnna had $28.3 million in cash and cash equivalents, providing a solid foundation to advance its strategic initiatives.
More recently, in March 2025, AleAnna and its operating partner Padana reached a major milestone with the commencement of production at the Longanesi field, marking a significant step forward for the Company.
Management Commentary
Marco Brun, Chief Executive Officer, reflected on AleAnna’s milestone year and recent achievements: “2024 was a pivotal year for AleAnna as we successfully completed our de-SPAC transaction and became a publicly traded company. We also strengthened our position in Italy’s renewable natural gas sector with strategic acquisitions and secured a long-term gas sales agreement with Shell Energy Europe.
“As we enter 2025, we are proud to have achieved first production and sales from Longanesi, marking a major milestone in our growth strategy. We remain committed to driving sustainable energy development while delivering value to our shareholders.”
About AleAnna
AleAnna is a technology-driven energy company focused on bringing sustainability and new supplies of low-carbon natural gas and RNG to Italy, aligning traditional energy operations with renewable solutions, with developments like the Longanesi field leading the way in supporting a responsible energy transition. With three conventional gas discoveries in Italy already made and fourteen new natural gas exploration projects planned this decade, AleAnna plays a pivotal role in Italy’s energy transition. Italy’s extensive infrastructure, featuring 33,000 kilometers of gas pipelines, three major gas storage facilities, and a strong base of existing RNG facilities, aligns with AleAnna’s commitment to sustainability. AleAnna’s RNG projects’ portfolio includes three plants under development and almost 100 projects representing approximately €1.1 billion potential investment in the next few years. AleAnna operates regional headquarters in Dallas, Texas, and Rome, Italy.
Forward-LookingStatements
The information included herein contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements, other than statements of present or historical fact included herein regarding AleAnna’s future operations, financial position, plans and objectives are forward-looking statements. When used herein, including any statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” and other similar expressions are forward-looking statements. However, not all forward-looking statements contain such identifying words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on AleAnna’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of AleAnna’s control. AleAnna’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements, which speak only as of the date made. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to, those under “Risk Factors” in AleAnna’s definitive proxy statement/prospectus filed by AleAnna with the SEC on November 21, 2024, as well as general economic conditions; AleAnna’s need for additional capital; risks associated with the growth of AleAnna’s business; and changes in the regulatory environment in which AleAnna operates. Additional information concerning these and other factors that may impact AleAnna’s expectations and projections can be found in filings it makes with the SEC, and other documents filed or to be filed with the SEC by AleAnna. SEC filings are available on the SEC’s website at www.sec.gov. Except as otherwise required by applicable law, AleAnna disclaims any duty to update any forward-looking statements, all expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof.
Investor Relations Contact
Bill Dirks
wkdirks@aleannagroup.com
Website
https://www.aleannainc.com/
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ALEANNA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECMBER 31, 2024 AND 2023
| For the Year Ended<br><br> December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenues | $ | 1,420,030 | $ | - | ||
| Operating expenses: | ||||||
| Cost of revenues | $ | 1,043,174 | $ | - | ||
| General and administrative | 6,264,087 | 5,634,150 | ||||
| Depreciation | 133,516 | - | ||||
| Accretion of asset retirement obligation | 133,239 | 133,239 | ||||
| Business Combination transaction expenses | 8,398,653 | - | ||||
| Total operating expenses | 15,972,669 | 5,767,389 | ||||
| Operating loss | (14,552,639 | ) | (5,767,389 | ) | ||
| Other income (expense): | ||||||
| Interest and other income (expense) | 1,948,281 | (102,041 | ) | |||
| Change in fair value of derivative liability | 173,177 | 708,869 | ||||
| Total other income (expense) | 2,121,458 | 606,828 | ||||
| Net loss | $ | (12,431,181 | ) | $ | (5,160,561 | ) |
| Deemed dividend to Class 1 Preferred Units redemption value | (155,423,177 | ) | (53,219,200 | ) | ||
| Net loss attributable to noncontrolling interests | 87,511 | - | ||||
| Net loss attributable to Class A Common stockholders or holders of Common Member Units | $ | (167,766,847 | ) | $ | (58,379,761 | ) |
| Other comprehensive income (loss) | ||||||
| Currency translation adjustment | (1,548,154 | ) | 218,908 | |||
| Comprehensive loss | (13,979,335 | ) | (4,941,653 | ) | ||
| Comprehensive loss attributable to noncontrolling interests | 87,511 | - | ||||
| Total comprehensive loss attributable to Class A Common stockholders | $ | (13,891,824 | ) | $ | (4,941,653 | ) |
| Weighted average shares of Class A Common Stock outstanding, basic and diluted | 38,286,170 | 31,643,646 | ||||
| Net loss per share of Class A Common Stock, basic and diluted | $ | (4.38 | ) | $ | (1.84 | ) |
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ALEANNA, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECMBER 31, 2024 AND 2023
| December 31,<br><br> 2023 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 28,330,159 | $ | 6,759,265 | ||
| Accounts receivable | 1,225,297 | - | |||
| Prepaid expenses and other assets | 1,666,155 | 27,485 | |||
| Total Current Assets | 31,221,611 | 6,786,750 | |||
| Non-current assets: | |||||
| Natural gas and other properties, successful efforts method | 33,979,014 | 22,480,830 | |||
| Renewable natural gas properties, net of accumulated depreciation of 132,094 | 9,296,039 | - | |||
| Value-added tax refund receivable | 6,845,030 | 4,425,353 | |||
| Operating lease right-of-use assets | 1,744,897 | - | |||
| Total Non-current Assets | 51,864,980 | 26,906,183 | |||
| Total Assets | 83,086,591 | $ | 33,692,933 | ||
| LIABILITIES AND EQUITY | |||||
| Current Liabilities: | |||||
| Accounts payable and accrued expenses | 2,204,208 | $ | 1,053,819 | ||
| Related party payables | - | 525,276 | |||
| Lease liability, short-term | 163,865 | - | |||
| Derivative liability, at fair value | - | 173,177 | |||
| Total Current Liabilities | 2,368,073 | 1,752,272 | |||
| Non-current Liabilities: | |||||
| Asset retirement obligation | 4,375,919 | 4,242,680 | |||
| Lease liability, long-term | 1,579,443 | - | |||
| Contingent consideration liability, long-term | 24,994,315 | 26,482,682 | |||
| Total Non-current Liabilities | 30,949,677 | 30,725,362 | |||
| Total Liabilities | 33,317,750 | 32,477,634 | |||
| Commitments and Contingencies (Note 6) | |||||
| Temporary Equity: | |||||
| Class 1 Preferred Units, no par value, 43,611 units authorized, issued and outstanding; liquidation preference 152,637,776 as of December 31, 2023 | - | 152,464,599 | |||
| Stockholders' and Members' Equity: | |||||
| Class A Common Stock, par value 0.0001 per share, 150,000,000 shares authorized, 40,560,433 shares issued and outstanding as of December 31, 2024 | 4,056 | - | |||
| Class C Common Stock, par value 0.0001 per share, 70,000,000 shares authorized, 25,994,400 shares issued and outstanding as of December 31, 2024 | 2,599 | - | |||
| Additional paid-in capital | 226,722,424 | - | |||
| Accumulated other comprehensive loss | (5,803,378 | ) | (4,859,933 | ) | |
| Accumulated deficit | (191,047,953 | ) | (146,389,367 | ) | |
| Noncontrolling interest | 19,891,093 | - | |||
| Total Equity (Deficit) | 49,768,841 | (151,249,300 | ) | ||
| Total Liabilities and Equity | 83,086,591 | $ | 33,692,933 |
All values are in US Dollars.
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