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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): June 26, 2026

 

ALEANNA, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-41164   98-1582153
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation)       Identification No.)

 

300 Crescent Court, Suite 1860
Dallas, Texas
  75201
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (469) 398-2200

 

(Former name or former address, if changed since last report)

 

Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications 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-commencement 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 Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock   ANNAW   The Nasdaq Stock Market LLC

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 26, 2026, AleAnna, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the proposals set forth below, each of which is more fully described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”).

 

There were 66,934,400 shares of the Company’s common stock issued and outstanding at the close of business on April 28, 2026, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, there were a total of 64,849,313 shares of the Company’s common stock present in person or represented by proxy, representing 96.89% of the total outstanding shares of the Company’s common stock as of the Record Date.

 

A summary of the voting results for each proposal is set forth below.

 

Proposal No. 1: Election of Curtis Hébert Jr. and William K. Dirks as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified or their resignation, death or removal. The voting results were as follows:

 

Nominee   Votes Cast For   Votes Withheld   Broker Non-Votes
Curtis Hébert Jr.   62,845,765   95,279   1,908,269
William K. Dirks   62,856,880   84,164   1,908,269

 

Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

 

Votes Cast For   Votes Cast Against   Abstentions
64,706,654   136,212   6,447

 

The proposals described above were acted upon by the Company’s shareholders at the Annual Meeting and received a sufficient number of votes to be approved.

 

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SIGNATURE

 

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: June 29, 2026 AleAnna, Inc.
     
  By:  /s/ Ivan Ronald
    Name:  Ivan Ronald
    Title: Chief Financial Officer

 

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