AleAnna, Inc 10-Q for FY2025 Q2
AleAnna, Inc. (ANNA)
About this 10-Q
AleAnna, Inc filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.03M
- Net income
- $644.66K
- compared with a net loss of $351.14K a year earlier
- Diluted EPS
- $0.01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
or
FOR THE TRANSITION PERIOD FROM ___________ TO __________
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
| 1311 | ||||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate market value of common stock held by non-affiliates of the registrant as of December 31, 2024: $382,100
As of August 14, 2025,
Table of Contents
| PART I FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements and Supplementary Data | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
| Item 3. | Controls and Procedures | 38 |
| PART II OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 39 |
| Item 1A. | Risk Factors | 39 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41 |
| Item 4. | Mine Safety Disclosures | 41 |
| Item 5. | Other Information | 41 |
| Signatures | 43 | |
i
Item 1. Financial Statements and Supplementary Data
1
ALEANNA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total Current Assets | ||||||||
| Non-current assets: | ||||||||
| Natural gas and other properties, successful efforts method, net of accumulated depreciation and depletion of $ | ||||||||
| Renewable natural gas properties, net of accumulated depreciation of $ | ||||||||
| Value-added tax refund receivable | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKOLDERS' EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Lease liability, short-term | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities: | ||||||||
| Asset retirement obligation | ||||||||
| Lease liability, long-term | ||||||||
| Contingent consideration liability, long-term | ||||||||
| Total Non-current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Stockholders' Equity: | ||||||||
| Class A Common Stock, par value $ | ||||||||
| Class C Common Stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Noncontrolling interest | ||||||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
2
ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||
| Lease operating expense | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and depletion | ||||||||||||||||
| Accretion of asset retirement obligation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income: | ||||||||||||||||
| Interest and other income | ||||||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Total other income | ||||||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Deemed dividend to Class 1 Preferred Units redemption value | ( | ) | ( | ) | ||||||||||||
| Net loss (income) attributable to noncontrolling interests | ( | ) | ||||||||||||||
| Net income (loss) attributable to Class A Common stockholders or holders of Common Member Units | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss (income) attributable to noncontrolling interests | ( | ) | ( | ) | ||||||||||||
| Total comprehensive income (loss) attributable to Class A Common stockholders or holders of Common Member Units | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted average shares of Class A Common Stock outstanding, basic and diluted | ||||||||||||||||
| Net loss per share of Class A Common Stock, basic and diluted | $ | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
3
ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ AND MEMBERS’ EQUITY (unaudited)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| Stockholders’ Equity | ||||||||||||||||||||||||||||||||||
| Class A Common Stock | Amount | Class C Common Stock | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Noncontrolling interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Exercises of warrants | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Stockholders’ Equity | ||||||||||||||||||||||||||||||||||
| Class A Common Stock | Amount | Class C Common Stock | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Noncontrolling interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Exercises of warrants | - | |||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ( | |||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
4
ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ AND MEMBERS’ EQUITY (unaudited)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| Temporary Equity | Members’ Equity | |||||||||||||||||||||||||||||||
| Class 1 Preferred Units | Amount | Common Member Units | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Total Members’ Equity | |||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Shares issued | ||||||||||||||||||||||||||||||||
| Deemed dividend to redemption value | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Capital contributions due from members | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Temporary Equity | Members’ Equity | |||||||||||||||||||||||||||||||
| Class 1 Preferred Units | Amount | Common Member Units | Amount | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Total Members Equity | |||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Shares issued | ||||||||||||||||||||||||||||||||
| Deemed dividend to redemption value | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Capital contributions due from members | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
5
ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE SIX MONTHS ENDED JUND 30, 2025 AND 2024
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation, depletion, and amortization | ||||||||
| Accretion asset retirement obligation | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Changes in working capital items: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Value-added tax refund receivable | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Related party payables | ( | ) | ||||||
| Change in operating lease liability | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Additions to renewable natural gas properties | ( | ) | ( | ) | ||||
| Additions to conventional natural gas properties | ( | ) | ( | ) | ||||
| Restricted cash for contingent consideration | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from exercises of warrants | ||||||||
| AleAnna Energy Class 1 Preferred Units issued for cash | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign currency translation on cash | ( | ) | ||||||
| Change in cash, cash equivalents and restricted cash during the period | ( | ) | ||||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
6
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
NOTE 1 – NATURE OF OPERATIONS AND RECENT EVENTS
AleAnna, Inc. (together with
its subsidiaries, the “Company” or “AleAnna”), a Delaware corporation, was formed on
Conventional Natural Gas
AleAnna is a natural gas resource
developer 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
On October 29, 2024, the Company entered into a gas sale agreement (“GSA”) with Shell Energy Europe Limited (“SEEL”), whereby SEEL became the exclusive buyer of AleAnna’s share of the natural gas produced from the Longanesi field net of (i) any consumption and/or losses incurred in the transport, treatment and compression of gas before delivery; (ii) any volume to be allocated for regulated royalties auctions, if applicable; and (iii) any other volume contractually allocated to other parties before August 31, 2022. Future sales under the GSA are contingent upon the commencement of gas production.
On March 13, 2025, AleAnna achieved a key milestone with the first production from its working interests in five wells in the Longanesi field, and the field reached sustained maximum production during the second quarter of 2025. The Company began recognizing revenue and related expenses, including depreciation and depletion, associated with Longanesi production in the second quarter of 2025.
Renewable Natural Gas (“RNG”)
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 separate strategic acquisitions of renewable natural gas
(“RNG”) assets in Italy for an aggregate of approximately $
Campagnatico Asset Acquisition
In
the first quarter of 2024, the Company closed the acquisition of the Campagnatico Greenfield (“Campagnatico”) natural gas
asset in Tuscany, Italy for approximately $
7
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
Casalino and Campopiano Asset Acquisitions
On
July 8, 2024, the Company closed the acquisition of the Societa Agricola Fattoria delle Jersey S.S. plant asset (“Casalino”)
for approximately $
The Company plans to begin upgrading the sites to refine biogas into biomethane through upgrading units. Following the upgrade process to transition the assets to biomethane to renewable natural gas conversion, the Company expects to sell renewable natural gas to customer(s) by trucking or via connection to the interstate pipeline system (SNAM).
The
Company has a
AleAnna Energy Member Contributions
During
2024, AleAnna Energy received $
NOTE 2 – REVERSE RECAPITALIZATION TRANSACTION
On December 13, 2024 (the “Closing Date”), the previously announced business combination was consummated pursuant to that certain Agreement and Plan of Merger (as amended by that certain First Amendment to the Merger Agreement, dated as of October 8, 2024, the “Merger Agreement”), dated June 4, 2024, by and among Swiftmerge Acquisition Corp., a Cayman Islands exempted company (“Swiftmerge”), Swiftmerge HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Swiftmerge (“HoldCo”), Swiftmerge Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of HoldCo (“Merger Sub”) and AleAnna Energy (the “Merger”). The transactions contemplated by the Merger Agreement are collectively referred to herein as the “Business Combination.”
The Business Combination included, among other things:
| ● | (i) SPAC undergoing the Domestication and changing its name to “AleAnna, Inc.”; (ii) each Swiftmerge Class A Ordinary Share converting into one share of Class A Common Stock; (iii) each Swiftmerge Class B Ordinary Share converting into one share of Class B Common Stock in the Domestication and then each share of Class B Common Stock converting into one share of Class A Common Stock at the completion of the Business Combination; (iv) each warrant to purchase Swiftmerge Class A Ordinary Shares becoming exercisable by its terms to purchase an equal number of shares of Class A Common Stock; and (v) a series Class C Common Stock being authorized, each share of which will have voting rights equal to a share of Class A Common Stock but which shall have no entitlement to earnings or distributions of the Company; |
8
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
| ● | following the Domestication but prior to the Merger, (i) the Company contributed to HoldCo (a) all of its assets (excluding its interests in HoldCo), including, for the avoidance of doubt, the Available Cash (as defined herein), and (b) a number of shares of Class C Common Stock equal to the number of Class C HoldCo Units designated to be issued to the AleAnna Members, and (ii) HoldCo issued to the Company a number of Class A HoldCo Units which equaled the number of shares of Class A Common Stock issued and outstanding immediately after the Closing; and |
| ● | following the Pre-Closing Contribution,
Merger Sub merged with and into AleAnna Energy, with AleAnna Energy being the surviving company and a wholly-owned subsidiary of
HoldCo. Each AleAnna Energy Member received its pro rata portion of |
| ● | AleAnna, Inc. received
|
| ● | Nautilus Resources LLC
received |
| ● | Bonanza Resources (Texas)
Inc., the only other AleAnna Energy Member, received |
The Business Combination was accounted for as a common control transaction with respect to AleAnna Energy, which is akin to a reverse recapitalization. Nautilus Resources LLC (“Nautilus”), the majority owner of AleAnna Energy, had a controlling financial interest in AleAnna Energy prior to the Business Combination and has a controlling financial interest in the Company, as AleAnna Energy is a subsidiary of HoldCo, in which AleAnna, Inc. holds a majority economic interest. The net assets of Swiftmerge are stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with U.S. GAAP. The Business Combination with respect to AleAnna Energy was not treated as a change in control primarily due to Nautilus receiving the controlling voting stake in the Company and the ability of Nautilus to nominate the full board of directors and management of the Company.
In accounting for the Business Combination, Swiftmerge was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of AleAnna Energy issuing stock for the net assets of Swiftmerge, accompanied by a recapitalization.
The
Class A common stock, par value $
9
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
Total
proceeds raised from the Business Combination were $
As of June 30, 2025, shares of Class C Common Stock had been exchanged for shares of Class A Common Stock.
NOTE 3 – BASIS OF PRESENTATION
Basis of Presentation — The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements contain all adjustments necessary for a fair statement of the results of the interim periods presented. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.
Immaterial Restatement of Prior Period Financial Statements — In the fourth quarter of 2024, we identified an error in the classification of the contingent consideration liability and an error in the computation of foreign currency translation adjustments as of and for the six months ended June 30, 2024. Refer to Note 16 for quantification of the prior period restatement impacts. Additionally, comparative prior period amounts in the applicable notes to the condensed consolidated financial statements have been restated.
Principles of Consolidation — The Company’s policy is to consolidate all entities that the Company controls by ownership interest or other contractual rights giving the Company control over the most significant activities of an investee. The condensed consolidated financial statements include the accounts of AleAnna and its wholly-owned subsidiaries HoldCo, AleAnna Energy, AleAnna Resources, LLC, AleAnna Italia S.p.A., AleAnna Renewable and the RNG Subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates — The preparation of condensed consolidated financial statements in conformity with accounting principles U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of contingencies including contingent consideration and estimates of the timing and amount of asset retirement obligations. The impact of changes in estimates is recorded in the period in which they become known.
Emerging Growth Company — The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
10
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.
Risks and Uncertainties — The development of the Company’s projects is subject to a number of risks and uncertainties including, but not limited to, the receipt of the necessary permits and regulatory approvals, commodity price risk impacting the decision to go forward with the projects, and the availability and ability to obtain the necessary financing for the development of projects.
The Company’s ability to develop and operate commercial production facilities, as well as expand production at future commercial production facilities, is subject to many risks beyond its control, including regulatory developments, construction risks, and global and regional macroeconomic developments.
Significant Accounting Policies — The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosures related to these amounts at the date of the financial statements. The Company evaluates these estimates and assumptions on an ongoing basis based on current and historical developments, market conditions, industry trends and other information that the Company believes to be reasonable under the circumstances. The Company can make no assurance that actual results will conform to its estimates and assumptions; reported results of operations may be materially affected by changes in these estimates and assumptions.
There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024, other than updates to the Company’s restricted cash policy and revenue recognition policy in connection with the Company’s achieving first revenue from Longanesi during the second quarter of 2025, as described below.
Restricted Cash — Restricted cash consists of amounts that are held in escrow accounts or otherwise segregated to satisfy specific contractual obligations. The Company’s restricted cash relates to amounts reserved in connection with its contingent consideration liability (see Note 6). The reconciliation of the beginning-of-period and end-of-period total amounts shown in the condensed consolidated statements of cash flows includes cash, cash equivalents, and restricted cash.
Revenue Recognition — The Company follows the guidance of the ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying revenue recognition under ASC 606 is that revenue should be recognized as goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. ASC 606 defines a five-step process to achieve recognition and mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments, and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
11
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
Renewable
Natural Gas (“RNG”) — The RNG Subsidiaries earn revenue through electricity generation sales from
the conversion of bio feedstocks to biomethane which is then converted to electricity through reciprocating generators. Such electricity
is then delivered onto the grid through a metered interconnection and sold to the local state-owned electrical utility responsible for
the purchase and marketing of energy produced by small-scale renewable energy assets. Upon delivery of the electricity to the grid, all
performance obligations have been satisfied, and energy generation revenue is recognized based on actual output and non-company specific
predetermined prices for small renewable energy producers of €
Revenue
is recognized over time as the Company transfers the electricity to the grid at a metered interconnection. The customer obtains control
of the product upon delivery onto the electrical grid. The Company generally has a single performance obligation in its arrangements with
its customers. The Company has no long-term contracts containing quantity or electricity volume production requirements and there is no
variable consideration present in the Company’s performance obligations. Per ASC 606-10-25-27(a), delivery of units of power
that are simultaneously received and consumed by the customer would satisfy the criteria in to be accounted for as a performance obligation
satisfied over time and the same method would be used to measure the entity’s progress towards complete satisfaction of the performance
obligation to transfer each distinct unit of power in the series to the customer. The Company’s performance obligation related to
the sales of electricity are satisfied over time upon delivery to the customer. Revenue is measured as the amount of consideration the
Company expects to receive in exchange for transferring its products. The Company applies a practical expedient in FASB ASC 606-10-55-18
applicable to its sales by assessing whether the Company’s right to consideration corresponds directly with the value to the Company’s
customer (the “invoice practical expedient”). The Company concluded that pricing that corresponds to the value provided to
the customer. Consideration for each transaction is based upon non-company specific predetermined prices for small renewable energy
producers of €
Conventional Natural Gas (“Conventional”) — On October 29, 2024, the Company entered into a gas sale agreement (“GSA”) with Shell Energy Europe Limited (“SEEL”), under which SEEL became the exclusive purchaser of AleAnna’s share of natural gas produced from the Longanesi field net of (i) any consumption and/or losses incurred in the transport, treatment and compression of gas before delivery; (ii) any volume to be allocated for regulated royalties auctions, if applicable; and (iii) any other volume contractually allocated to other parties before August 31, 2022.
The GSA features variable pricing based on a published benchmark, the Punto di Scambio Virtuale (“PSV”), with fixed discounting. Accordingly, revenue under the GSA is highly sensitive to market prices and may fluctuate significantly as natural gas prices rise or fall. SEEL typically remits payment monthly, shortly after delivery. The timing of payment does not introduce a significant financing component.
AleAnna is not subject to return or refund obligations under the GSA unless the transmission operator refuses delivery of gas that does not meet industry-standard specifications. The gas sold generally conforms to such specifications, which are verified at the point of transfer to the transmission system.
12
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
All consideration under the GSA is variable, reflecting both price and volume. Revenue is recognized based on the amount of variable consideration allocated to distinct units of natural gas delivered. This allocation reflects the total consideration AleAnna expects to receive for completed deliveries, and the variability in consideration is directly tied to the satisfaction of the performance obligations. Our performance obligations under our hydrocarbon sales agreements are to deliver our entire working interest in the natural gas production from the Longanesi field.
Under the working interest agreement with Padana, AleAnna receives its share of processed gas in-kind and sells it to SEEL. AleAnna’s performance obligation is satisfied upon delivery of the processed gas to SEEL at the designated delivery point, which is the entry point on the Italian transmission system, as defined in the GSA.
Trade receivables arising from these sales of electricity and natural gas are evaluated for impairment under ASC 326 using the simplified approach. Based on the short-term nature of the receivables and the credit quality of the customers, the Company generally does not record an allowance for credit losses.
NOTE 4 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the FASB issued ASU 2024-03 to improve the disclosures about a public business entity’s expenses. The update requires more detailed information on expense components, such as inventory purchases, employee compensation, depreciation, amortization, and depletion, within commonly reporting categories like cost of sales, SG&A, and research and development. These amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated statements and disclosures.
In December 2023, the FASB issued ASU 2023-09 to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective in annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements and disclosures.
NOTE 5 – LEASES, RIGHT-OF-USE ASSETS AND RELATED LIABILITIES
Leases
to explore for or use minerals, oil, natural gas, and similar nonregenerative resources (see ASC 930, Extractive Activities — Mining,
and ASC 932, Extractive Activities — Oil and Gas) are excluded from the scope of ASC 842, Leases.
The Company has surface and use agreements for Longanesi, Gradizza, Trava, and Armonia in Italy. These agreements are directly related
to accessing the subsurface minerals and are assessed as part of the oil and gas properties. As of December 31, 2023, all leases
in AleAnna’s portfolio, in addition to its lease of office space, are short-term leases (
In
July 2024, in conjunction with the Casalino acquisition, AleAnna entered into a lease of the land that holds the biomethane processing
and conversion asset utilized to produce electricity. The lease term is from July 1, 2024 through December 31, 2032, with an
13
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
The
Company does not have any borrowings; therefore, it does not have a readily determinable incremental borrowing rate readily determinable,
and there was no incremental borrowing rate implicit in the Casalino land lease. As such, the Company utilized a discount rate of
NOTE 6 – CONTINGENT CONSIDERATION LIABILITY
On
July 13, 2016, AleAnna Europa S.r.L., a former subsidiary of AleAnna Resources LLC (which was subsequently merged into AleAnna Italia
S.p.A. in December 2022), purchased a
The Company recognized a liability for the contingent consideration in accounting for the asset acquisition in accordance with ASC 450, Contingencies (the “contingent consideration liability”).
In connection with Longanesi
start-up in May 2025, AleAnna issued a $
As
of June 30, 2025 and December 31, 2024, the contingent consideration liability was recorded at $
Changes in the contingent consideration liability attributable to factors other than foreign currency exchange rates are recognized in the condensed consolidated statements of operations. Changes in the contingent consideration liability attributable to foreign currency translation are recognized in other comprehensive loss within the condensed consolidated statement of operations and comprehensive loss. The change in the contingent consideration liability for all periods presented is attributable to changes in foreign exchange rates.
NOTE 7 – DERIVATIVE LIABILITY
As
of December 31, 2023, the Company recorded a $
14
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
NOTE 8 – NATURAL GAS PROPERTIES
Conventional Natural Gas Properties
A summary of conventional natural gas properties is as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Natural gas properties | $ | $ | ||||||
| Less: Accumulated impairment | ( | ) | ( | ) | ||||
| Less: Accumulated depreciation and depletion | ( | ) | ||||||
| Natural gas and other properties, net | $ | $ | ||||||
The Company uses the successful efforts method of accounting for conventional natural gas-producing activities. Under this method, the cost of productive wells and related equipment, development dry holes, and any permits related to productive acreage are capitalized and depleted using the unit-of-production method. Costs for exploratory dry holes, exploratory geological and geophysical activities, and delay rentals as well as other property carrying costs are charged to exploration expense.
There were no exploratory wells drilled and there were no capitalized exploratory well costs incurred during the three and six months ended June 30, 2025 or June 30, 2024. Asset additions during the three and six months ended June 30, 2025 primarily related to the construction of the Longanesi processing facility. Asset additions during the three and six months ended June 30, 2024 primarily related to the drilling and testing of three incremental Longanesi development wells. The company recorded impairment of natural gas properties during the three and six months ended June 30, 2025, or during the year ended December 31, 2024.
First Production at Longanesi
On March 13, 2025, AleAnna achieved a key milestone with the first production from its five wells in the Longanesi field and began recognizing revenue and related expenses, including depreciation and depletion, related to this production during the second quarter of 2025. AleAnna generated approximately $3.3 million of revenue from sales of natural gas from the Longanesi field during the three and six months ended June 30, 2025.
Renewable Natural Gas Properties
Between March 2024
and July 2024, the Company successfully completed three separate strategic acquisitions of renewable natural gas (“RNG”)
assets in Italy for an aggregate of approximately $
During the three and six
months ended June 30, 2025, all RNG revenue was derived from a single source (sales of electricity) and a single customer (the local
state-owned electrical utility). As of June 30, 2025, the Company had $
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Participation Agreements
In conjunction with the closing of the Enel acquisition, AleAnna became a participant in the Longanesi Unitization Agreement (“UA”) with Societa Padana Energia (“Padana”). The UA governs the combination of Padana’s San Potito Concession and AleAnna’s San Marco Concession into a production unit. At the same time, AleAnna became a participant in the Unified Operating Agreement (“UOA”), which governs the bylaws by which Padana and AleAnna agree to develop the unit and fund future operations.
15
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
Under the UOA, AleAnna and
Padana have agreed to jointly develop the Longanesi per a plan approved by the Italian Ministry of the Environment (“MISE”).
AleAnna and Padana entered the UOA with initial participating shares in the Longanesi field equal to
AleAnna and Padana fund their respective working interest shares of the capital required for Longanesi development and will receive their respective shares of the production output from the unitized field. However, such working interest percentages may be subsequently amended as more certainty is obtained over the Gas Originally in Place (“GOIP”) through redetermination procedures prescribed by the UOA. The redetermination process evaluates the results of the current development drilling program (well logs, production tests, etc.) and other data that may be gathered prior to or during the drilling process (such as 3D seismic imaging) to determine if new data gathered have changed the respective working interest percentages. If a redetermination process suggests GOIP changes, but AleAnna and Padana do not agree on revised working interest percentages, an independent third party will opine and set the revised working interest allocations. Adjustments to future production entitlements and capital contributions may be made accordingly. Cash payments may be made between the participants where there is insufficient production to true up contributions to date. If a true up of historical capital contributions is required as a result of redetermination, such capital true-up amounts will include an interest charge based on the nine-month Euro interbank offered rate (“Euribor”) and the date of the original capital contribution.
On October 26, 2023, Padana formally called for the First Redetermination process, as defined in the UOA, to begin. However, the outcome of this or any future redetermination, which may impact working interest percentages and require a capital contribution rebalancing, is highly uncertain and such amounts are not estimable at this time. Accordingly, AleAnna has not recorded any receivable from or payable to Padana related to the redetermination process.
Contingencies and Legal Proceedings
The Company is subject to loss contingencies related to litigation, claims, investigations and legal and administrative cases and proceedings arising in the ordinary course of business. The Company evaluates these contingencies on a regular basis and accrues a liability for such matters when the Company believes that a loss is probable, and the amount of the loss can be reasonably estimated. Any such accruals are adjusted thereafter as appropriate to reflect changed circumstances. In the event the Company determines that (i) a loss to the Company is probable, but the amount of the loss cannot be reasonably estimated, or (ii) a loss to the Company is less likely than probable but is reasonably possible, then the Company is required to disclose the matter herein, although the Company is not required to accrue such loss.
When able, the Company determines an estimate of reasonably possible losses or ranges of reasonably possible losses, whether in excess of any related accrued liability or where there is no accrued liability, for legal proceedings.
In instances where such estimates can be made, any such estimates are based on the Company’s analysis of currently available information and are subject to significant judgment and a variety of assumptions and uncertainties and may change as new information is obtained.
The ultimate outcome of the matters described below, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the range of loss is reasonably estimable, is inherently uncertain.
Furthermore, due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts accrued or estimated as possible losses may not represent the ultimate loss to the Company from the legal proceedings in question and the Company’s exposure and ultimate losses may be higher, and possibly significantly so, than the amounts accrued or estimated.
16
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
As described in Note 1,
AleAnna acquired a
On May 28, 2024, the
Company reached a settlement agreement (the “Blugas Settlement Agreement”) with Blugas regarding the Blugas ORRI. Under the
terms of the Blugas Settlement Agreement, the Company paid Blugas approximately €
The Blugas Settlement Agreement
was accounted for as an acquisition of the Blugas ORRI claim with a corresponding increase to the estimated future cash flows from our
reserves. As such, the cost of the acquisition is included in natural gas and other properties, with the VAT portion included in value-added
tax refund receivable in the consolidated balance sheet as of June 30, 2025 and December 31, 2024. The Company’s year-end December 31,
2023 reserve quantities included the
NOTE 10 – EQUITY
AleAnna Common Stock
and Noncontrolling Interests – As of June 30, 2025, the Company had
Following the Business Combination,
AleAnna, Inc. became the sole managing member of HoldCo and received
17
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
As of June 30, 2025, AleAnna,
Inc. held approximately
As of June 30, 2025,
the noncontrolling interest presented in the Company’s consolidated financial statements primarily relates to the
Warrants –
There were
The Company may call the Public Warrants for redemption:
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Public Warrant holder; |
| ● | if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $ |
| ● | if, and only if, there is a current registration statement in effect with respect to the Class A Common Stock underlying such Public Warrants. |
In the event that the Company elects to redeem all of the redeemable Public Warrants, it will fix a date for the redemption. Pursuant to the terms of the warrant agreement, notice of redemption will be mailed by first class mail, postage prepaid, by not less than 30 days prior to the redemption date to the registered holders of the redeemable Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice.
The Company has established
the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption
of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled
redemption date. However, the price of the Class A Common Stock may fall below the $
18
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
Through June 30, 2025,
holders had exercised an aggregate
AleAnna Energy Members’ Equity (pre-Business Combination) – Prior to the Business Combination the Company had Common Units and Class 1 Preferred Units issued and outstanding. Due to the redemption features of the Class 1 Preferred Units, they were recorded at redemption value and classified as temporary equity in the consolidated balance sheets. The difference between the book value of Class 1 Preferred Units issued and the redemption value, less the amount attributable to the derivative liability discussed in Note 7, was recorded as a deemed dividend in periods prior to the Business Combination. AleAnna Energy’s Class 1 Preferred Units and Common Units were exchanged for AleAnna common stock in connection with the Business Combination (see Note 2).
NOTE 11 – EXECUTIVE COMPENSATION
Employment Agreements
On September 1, 2022,
the Company entered into an employment agreement with the CEO. Within this employment agreement, there is a Medium/Long Term Incentive
Plan (“M/LTIP” or the “Plan”) outlined, which includes cash bonus amounts to be paid based on the completion
of certain milestones within the established thresholds. Such payments could result in total payments ranging from €
The Company tracks each of the milestones for the executive compensation package based on the current and future business plans. Based on the metrics and performance indicators outlined in the executive compensation package, management has concluded that the likelihood of achieving each of these metrics is not probable as of June 30, 2025.
AleAnna, Inc. 2025 Long-Term Incentive Plan
On June 12, 2025, the stockholders approved and adopted the AleAnna, Inc. 2025 Long-Term Incentive Plan (“LTIP”). The LTIP provides for the grant of both incentive stock options (“ISOs”) and nonqualified stock options (“NSOs” and together with ISOs, “Stock Options”), as well as the grant of stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalent rights, and other awards, which may be granted separately or in combination or in tandem with other awards, and which may be paid in cash or shares of our common stock.
The Company intends to grant awards under the LTIP to employees, contractors, and directors during 2025, subject to the filing and effectiveness of a registration statement on Form S-8 to register the underlying shares. As of August 14, 2025, no awards have been granted under the LTIP.
19
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
NOTE 12 – INCOME TAXES
As of June 30, 2025
and December 31, 2024, AleAnna, Inc. held
AleAnna Energy was historically and remains a disregarded subsidiary of a partnership for U.S. Federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. As a direct result of the Business Combination, HoldCo became the sole member of AleAnna Energy. As such, HoldCo’s distributive share of any net taxable income or loss and any related tax credits of AleAnna Energy are then distributed to the Company. For the days and periods prior to the closing of the Business Combination, AleAnna Energy was a disregarded subsidiary of an entity treated as a partnership. As such, its net taxable loss and any related tax credits were allocated to its members.
AleAnna’s Italian subsidiary (AleAnna Italia, S.p.A.) is a joint stock company or S.p.A. and is considered a corporation under the Italian tax code. Therefore, the statutorily determined cumulative taxable loss of AleAnna Italia was tax affected and recognized as a deferred tax asset as of June 30, 2025 and December 31, 2024. The Company has also recorded deferred tax assets for temporary differences between the book and tax basis in the underlying assets and liabilities. Given AleAnna’s history of losses, and because future production remained uncertain as of June 30, 2025 and December 31, 2024, a full valuation allowance was applied against the deferred tax assets.
The
Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter
in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods.
The company recognized $
The Company has assessed the realizability of the net deferred tax assets, and in that analysis, has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations.
20
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
After consideration of all available positive and negative evidence, the Company maintained a full valuation allowance against its deferred tax assets as of June 30, 2025 and December 31, 2024. While the Longanesi field commenced production during the second quarter of 2025 and the Company recognized its first quarter of income before taxes, the Company has a history of losses and limited demonstrated profitability. In accordance with ASC 740, the Company considers cumulative losses in recent years to be significant negative evidence that is difficult to overcome with subjective forecasts of future taxable income. As such, the Company determined that it is not yet appropriate to release any portion of the valuation allowance. The Company will continue to evaluate all available evidence in future periods. As noted above, the valuation allowances completely offset the deferred tax assets, which resulted in a net zero impact to the Company’s consolidated balance sheets as of June 30, 2025 and December 31, 2024.
The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. As of June 30, 2025 and December 31, 2024, the Company had not recorded any uncertain tax positions or accrued interest and penalties on the consolidated balance sheets.
The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. Federal, state and local income tax returns and Italian tax returns that may be subject to audit in future periods. No U.S. Federal, state and local income tax returns or Italian tax returns are currently under examination by the respective taxing authorities.
NOTE 13 – RELATED PARTY TRANSACTIONS
The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Certain executive officers of AleAnna are currently
employed by and participate in employee benefit plans sponsored by an affiliate of Nautilus and provide administrative and support services
to AleAnna under a master services agreement. As of June 30, 2025, AleAnna had outstanding payables of $
NOTE 14 – INCOME (LOSS) PER SHARE
The Business Combination was accounted for as a common control transaction with respect to AleAnna Energy which is akin to a reverse recapitalization. This conclusion was based on Nautilus’s controlling financial interest in AleAnna Energy prior to the Business Combination and its continued control over the combined entity. Following the Business Combination, Nautilus holds Class A Common Stock, representing a direct controlling economic interest, and Class C HoldCo Units and Class C Common Stock, representing a noncontrolling economic interest classified as NCI in stockholders’ equity in the Company’s consolidated financial statements.
Prior to the closing of the Business Combination, AleAnna Energy operated as a limited liability company with ownership interests consisting of Common Units and Class 1 Preferred Units. The application of a hypothetical exchange ratio to convert these units into shares of Class A and Class C Common Stock for periods prior to the Business Combination would not reflect the Company’s post-transaction capital structure. Accordingly, the Company has not retroactively applied the exchange ratio or presented earnings (net loss) per unit for those historical periods, as such information would not be meaningful or comparable to earnings (net loss) per share presented for periods after the Business Combination. See Note 2, “Reverse Recapitalization Transaction,” for further discussion.
21
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
For the three and six months ended June 30, 2025, basic net income (loss) per share was computed by dividing net income (loss) attributable to holders of Class A Common Stock by the weighted average number of shares of Class A Common Stock outstanding during the respective periods. Diluted net income (loss) per share was computed by dividing net income (loss) attributable to holders of Class A Common Stock by the weighted-average number of shares of Class A Common Stock outstanding, adjusted to give effect to potentially dilutive securities.
For the three and six months ended June 30, 2025, the Company excluded potentially dilutive securities from the computation of diluted net income (loss) per share because their inclusion would have been anti-dilutive. As a result, the weighted average number of shares of Class A Common Stock outstanding used to calculate basic and diluted net income (loss) per share was the same for each period.
The
The following table sets forth the computation of net income (loss) used to compute basic net income (loss) per share of Class A Common Stock for the three and six months ended June 30, 2025:
| Three months ended June 30, | Six months ended June 30, | |||||||
| 2025 | 2025 | |||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Income (loss) attributable to noncontrolling interests | ( | ) | ||||||
| Net Income (loss) attributable to holders of Class A Common Stock | ( | ) | ||||||
| Weighted average shares of Class A Common Stock outstanding, basic and diluted | ||||||||
| Net income (loss) per share of Class A Common Stock, basic and diluted | ( | ) | ||||||
NOTE 15 – SEGMENT REPORTING
During the second quarter
of 2025, in connection with the commencement of production at the Longanesi field, the Company’s evaluation of operating results
between conventional and renewable operations became more relevant to the chief operating decision maker, resulting in further disaggregation
of the Company’s single reportable segment. As a result, as of June 30, 2025, the Company determined it has
| ● | The Conventional segment consists of the natural gas exploration and production activities conducted by AleAnna Italia. The primary product of this segment is conventional natural gas produced from onshore exploration and development in Italy. |
22
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
| ● | The Renewable segment consists of the RNG and electricity production activities conducted by AleAnna Renewable and the RNG Subsidiaries. The segment’s primary output is electricity generated from RNG derived from animal and agricultural waste. |
Reconciling items include items not directly attributable to either reportable segment. These include corporate financing and investing activities, as well as administrative functions that support the Company’s overall operations. These items are presented in the segment reconciliation but do not constitute a reportable segment.
All of the Company’s revenue is generated with external customers, and located in Italy. All of the Company’s assets, other than corporate assets primarily comprised of cash located in the U.S., are located in Italy.
Selected financial information by segment is presented in the tables below:
| Three Months Ended June 30, 2025 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenues | $ | $ | ||||||||||
| Lease operating expense | ||||||||||||
| Segment general and administrative | ||||||||||||
| Depreciation and depletion | ||||||||||||
| Accretion of asset retirement obligation | ||||||||||||
| Segment operating income (loss) | $ | $ | $ | |||||||||
| Reconciling items: | ||||||||||||
| Less: Corporate general and administrative | $ | |||||||||||
| Interest and other income | ||||||||||||
| Income before income taxes | $ | |||||||||||
| Segment assets | $ | $ | $ | |||||||||
| Corporate and other assets | ||||||||||||
| Total assets | $ | |||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Segment general and administrative | $ | $ | ||||||||||
| Accretion of asset retirement obligation | ||||||||||||
| Segment operating income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Reconciling items: | ||||||||||||
| Less: Corporate general and administrative | $ | |||||||||||
| Interest and other income | ||||||||||||
| Income (loss) before income taxes | $ | ( | ) | |||||||||
| Segment assets | $ | $ | $ | |||||||||
| Corporate and other assets | ||||||||||||
| Total Assets | $ | |||||||||||
23
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
| Six Months Ended June 30, 2025 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenues | $ | $ | ||||||||||
| Lease operating expense | ||||||||||||
| Segment general and administrative | ||||||||||||
| Depreciation and depletion | ||||||||||||
| Accretion of asset retirement obligation | ||||||||||||
| Segment operating income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||
| Reconciling items: | ||||||||||||
| Less: Corporate general and administrative | $ | |||||||||||
| Interest and other income | ||||||||||||
| Income (loss) before income taxes | $ | ( | ) | |||||||||
| Segment assets | $ | $ | $ | |||||||||
| Corporate and other assets | ||||||||||||
| Total assets | $ | |||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Segment general and administrative | $ | $ | ||||||||||
| Accretion of asset retirement obligation | ||||||||||||
| Segment operating income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Reconciling items: | ||||||||||||
| Less: Corporate general and administrative | $ | |||||||||||
| Interest and other income | ||||||||||||
| Change in fair value of derivative liability | ||||||||||||
| Income (loss) before income taxes | $ | ( | ) | |||||||||
| Segment assets | $ | $ | $ | |||||||||
| Corporate and other assets | ||||||||||||
| Total Assets | $ | |||||||||||
NOTE 16 – IMMATERIAL RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS
Subsequent to the issuance of the Company’s unaudited consolidated financial statements as of and for the six months ending June 30, 2024, errors were identified in the computation of foreign currency translation adjustments. As a result, the Company has restated the prior period financial statements to correct the errors. Management evaluated the materiality of the errors and concluded that they were not material to the prior period financial statements. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable.
24
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2025
The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported June 30, 2024 consolidated financial statements presented in this Form 10-Q:
| CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) | Six Months Ended June 30, 2024 Previously Reported | Correction | Six Months Ended June 30, 2024 As Corrected | |||||||||
| Operating expenses: | ||||||||||||
| Change in contingent consideration liability | $ | ( | ) | $ | $ | |||||||
| Total operating expenses | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Net income (loss) attributable to Common Member Units | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||||||
| Currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) | June 30, 2024 Previously Reported | Correction | June 30, 2024 As Corrected | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
| Change in fair value of contingent consideration | ( | ) | ||||||||||
| Net cash used in operating activities | $ | ( | ) | $ | $ | ( | ) | |||||
NOTE 17 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 14, 2025, the date that the financial statements were issued.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act of 2025 was signed into law, which includes changes to the U.S. corporate income tax code. The Company is evaluating the future impact of these changes on its financial statements.
Gradizza Concession – Regional Intesa Approval
On August 6, 2025, AleAnna reached an agreement with the Emilia Romagna Region (the “Intesa”) in support of its pending application for a production concession related to the Gradizza field. This represents one of two major regulatory approvals required prior to first production. The second required approval—authorization from the Federal Ministry—remains pending.
AleAnna holds a
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025.
This discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs that involve risks and uncertainties that may be outside our control. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set for under “Risk Factors” in our Annual Report on Form 10-K. Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” “AleAnna,” or the “Company” refer to AleAnna, Inc.
Overview
AleAnna is a natural gas resource developer focused on delivering critical natural gas supplies to Europe through both onshore conventional natural gas exploration and renewable natural gas development in Italy. We have 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. We retain a 33.5% working interest in the Longanesi field with our working interest partner, and operator, Padana. We acquired our working interest in the Longanesi field through a 2016 transaction with Enel. We also retain wholly owned concessions, permits, and pending applications on other exploration and development prospects across Italy which are supported by proprietary modern 3D seismic imaging.
Our recent drilling and exploration activities involve the drilling and testing of three Longanesi development wells (during 2022 and 2023) as well as the re-completion of two original discovery wells. We had no drilling activity during the three and six months ended June 30, 2025 or 2024. We had no other exploratory or development drilling during three and six months ended June 30, 2025 or 2024. Our Longanesi, Trava and Gradizza wells were classified by DeGolyer as proved undeveloped reserves as such wells had not yet started production as of December 31, 2024 and require future investments to install production facilities prior to being fully completed and producible. However, as noted in the “Recent Developments” section below, we achieved first production from the Longanesi field in 2025.
In 2021, we launched a renewable natural gas development business focused on bringing to market carbon-negative renewable natural gas derived from animal and agricultural waste. We currently generate revenue from electricity sales from two renewable natural gas assets.
The Transactions
On December 13, 2024, we consummated the previously announced business combination pursuant to the Merger Agreement, dated June 4, 2024, by and among Swiftmerge, HoldCo, Swiftmerge Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of HoldCo, and AleAnna Energy. Pursuant to the terms of the Merger Agreement, on December 13, 2024, SPAC migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands and changed its name to AleAnna, Inc. The transactions contemplated by the Merger Agreement are collectively referred to herein as the “Business Combination.”
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The Business Combination was accounted for as a common control transaction with respect to AleAnna Energy which is akin to a reverse recapitalization. This conclusion was based on the fact that Nautilus Resources LLC (“Nautilus”) had a controlling financial interest in AleAnna Energy prior to the Business Combination and has a controlling financial interest in AleAnna, which includes AleAnna Energy as a wholly owned subsidiary. The net assets of SPAC are stated at their historical carrying amounts with no goodwill or intangible assets recognized in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). The Business Combination with respect to AleAnna Energy was not treated as a change in control primarily due to Nautilus receiving the controlling voting stake in AleAnna and the ability of Nautilus to nominate the full board of directors and management of AleAnna.
Under a reverse recapitalization, SPAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of AleAnna Energy issuing stock for the net assets of SPAC, accompanied by a recapitalization.
We incurred $9.5 million in transaction costs related to the Business Combination. Approximately $0.6 million of these costs were recorded as a reduction to additional paid-in capital, up to the amount of cash proceeds received in the transaction. Of the remaining $8.9 million, approximately $0.5 million represented prepaid directors and officers insurance premiums that were recorded to other assets in the consolidated balance sheet, and $8.4 million represented legal, accounting, consulting and advisory fees which were recorded as Business Combination transaction expenses in the consolidated statement of operations and comprehensive loss.
Recent Developments
Gradizza Concession – Regional Intesa Approval
On August 6, 2025, AleAnna reached an agreement with the Emilia Romagna Region (the “Intesa”) in support of its pending application for a production concession related to the Gradizza field. This represents one of two major regulatory approvals required prior to first production. The second required approval—authorization from the Federal Ministry—remains pending.
AleAnna holds a 100% working interest in the Gradizza field and will serve as operator. If and when a production concession is granted, Gradizza is expected to become the Company’s first operated producing asset. According to the Company’s reserve report as of December 31, 2024, Gradizza contains 380 MMcf of proved reserves.
First Production at Longanesi
On March 13, 2025, AleAnna achieved a key milestone with the first production from its working interest in five wells in the Longanesi field, and the field reached sustained maximum production during the second quarter of 2025. The Company began recognizing revenue and related expenses, including depreciation and depletion, associated with Longanesi production in the second quarter of 2025.
In connection with the Longanesi start-up in May 2025, AleAnna issued a $3.1 million bank guarantee to secure its contingent consideration obligation to Enel. The guarantee required $1.2 million in cash collateral, which was classified as restricted cash as of June 30, 2025. The collateral may be used to satisfy the contingent consideration liability as payments become due.
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Gas Sale Agreement
On October 29, 2024, we entered into a gas sale agreement (“GSA”) with Shell Energy Europe Limited (“SEEL”), under which SEEL became the exclusive buyer of our share of the natural gas produced from the Longanesi field net of (i) any consumption and/or losses incurred in the transport, treatment and compression of gas before delivery; (ii) any volume to be allocated for regulated royalties auctions, if applicable; and (iii) any other volume contractually allocated to other parties before August 31, 2022.
Key Factors Affecting our Performance, Prospects and Future Results
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from other carbon-based and non-carbon-based fuel producers, regulatory hurdles posed by the Italian government, and other factors. We believe the factors described below are key to our success.
Continued Development of Conventional Natural Gas Projects
As previously discussed, we and Padana achieved first production of the five wells in the Longanesi field in March 2025 through use of a temporary processing facility. The permanent processing facility is expected to be constructed over the remainder of 2025 and 2026.
We believe our achieving first production of the Longanesi field was a key milestone that will fuel our potential growth. We also have potentially viable discoveries in our Gradizza and Trava fields that are expected to achieve first production in the future.
Expanding Renewable Natural Gas Operations
In 2021, we launched a renewable natural gas development business focused on bringing to market carbon negative renewable natural gas derived from animal and agricultural waste. As previously discussed, the first three renewable natural gas assets were purchased between March 2024 and July 2024, with additional renewable natural gas projects expected to be purchased in the future.
We believe expanding the renewable natural gas business is another key to our potential growth and may unlock potential partnership or joint venture opportunities.
Key Components of Results of Operations
We are an early-stage company, and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations or our future results of operations.
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Revenue
During both the three and six months ended June 30, 2025, we generated approximately $3.3 million of revenue from sales of our share of natural gas from the Longanesi field. Results from the Longanesi field have been above expectations, with a stabilized production rate of approximately 28 million cubic feet per day (“MMcf/d”), which was achieved ahead of the anticipated 3-month ramp up timeline for this milestone.
During the three and six months ended June 30, 2025, we generated approximately $0.7 million and $1.4 million, respectively, of revenue from electricity sales at two renewable natural gas assets acquired in July 2024 (the “Casalino” and “Campopiano” plants). The plant assets are fully permitted for production of electricity through conversion of crop and animal waste bio feedstocks. The plant assets are currently biomethane to electricity conversion assets. It is our intention to begin upgrading the sites to refine biomethane into renewable natural gas through upgrading units. Following the upgrade process to transition the assets to biomethane to renewable natural gas conversion, we expect to sell renewable natural gas to customer(s) by trucking or piping the renewable natural gas to the interstate pipeline system (SNAM). Until the plant assets are upgraded, we will actively source bio feedstocks for the assets in order to produce biomethane which will be processed through reciprocating generators in order to generate electricity which is then sold onto the grid through a metered interconnection. Casalino and Campopiano derive revenues from the sale of such electricity to the local state-owned electrical utility (Gestore dei Servizi Energetici SpA or “GSE”). Energy generation revenue is recognized as the electricity generated by the Casalino and Campopiano assets is delivered to GSE. Revenues are based on actual output and “on-the-spot” predetermined prices for small renewable energy producers.
Expenses
General and Administrative (G&A) Expense
G&A expenses consist of compensation costs for personnel in executive, finance, accounting, and other administrative functions. G&A expenses also include legal fees, professional fees paid for accounting, auditing and consulting services, and insurance costs. As a newly public company, we expect that we will incur higher G&A expenses for public company costs such as compliance with the regulations of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Capital Market.
Cost of Revenues
Cost of revenues primarily consists of biofeedstock purchased by the RNG Subsidiaries. This feedstock fuels the anaerobic digesters (“ADs”), which produce biomethane that is then converted to electricity and sold onto the grid.
Lease Operating Expenses
Lease operating expenses reflect ongoing costs related to the Longanesi field which commenced production in the second quarter of 2025. Such costs are passed down to us by the Longanesi field operator, Pradana, and include accrued royalties payable to the Italian government, pipeline fees, repairs and maintenance, and other field-related costs.
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Depreciation and Depletion
Depreciation includes expense related to the Casalino and Campopiano renewable plant assets, which is recorded on a straight-line basis over the estimated useful lives of the assets. It also includes depreciation of lease and well equipment at the Longanesi field, which is calculated using the units-of-production method based on estimated proved developed reserves.
Depletion reflects the systematic allocation of the capitalized costs of our natural gas properties over the estimated proved developed reserves on a units-of-production basis. These costs include acquisition, exploration, and development expenditures associated with the Longanesi field. Depletion expense fluctuates based on production volumes and changes in our reserve estimates.
Income Tax Effects
AleAnna’s income tax consequences have been reflected in its consolidated financial statements in accordance with ASC 740, Income Taxes. Despite the start of Longanesi production, given AleAnna’s history of losses, and because future production remains uncertain, a full valuation allowance was applied against deferred tax assets as of June 30, 2025 and 2024.
We are also subject to a Valued-Added Tax (“VAT”), a broadly-based consumption tax assessed on the value added to goods and services. VAT generally applies to most goods and services bought and sold within the EU. In certain cases, including cross-border sales to business customers and sales of biogas within Italy, we are not required to collect VAT on revenues. To date, we have incurred higher VAT on purchases (input VAT) than we have collected on sales (output VAT), resulting in a net VAT refund receivable. As of June 30, 2025 and December 31, 2024, we had VAT receivables of $8.4 million, and $6.8 million, respectively. Under Italian tax law, VAT receivables may be used to offset other tax liabilities, including payroll taxes, income taxes, and other taxes payable to the Italian government.
Operations
Our net income or loss attributable to common stockholders was $0.4 million (income) and $1.6 million (loss) for the three and six months ended June 30, 2025, respectively, and $43.1 million and $157.5 million for the same periods in 2024. As of June 30, 2025 and December 31, 2024, we had an accumulated deficit of $192.7 million and $191.0 million, respectively. The majority of these accumulated losses stem from costs associated with the Longanesi field drilling and development, including asset impairments from previous years, as well as seismic imaging, exploratory costs for other conventional natural gas prospects, and general and administrative expenses. The accumulated deficits also include historical deemed dividends to the redemption value of AleAnna Energy's previous Class 1 Preferred Units (exchanged for Class A and Class C common stock in connection with the Business Combination) based on the redemption features of those units and the related accounting requirements. See “Note 10 — Equity" to the audited condensed consolidated financial statements for further details. We expect to continue to incur substantial expenses related to our operations, exploration, and development activities, including pre-commercialization efforts as we continue our development of, and seek regulatory approval for, our discoveries and exploration prospects. Since inception, we have incurred net losses annually. We achieved quarterly net income for the first time during the three months ended June 30, 2025. We expect to achieve sustained profitability during the second half of 2025.
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Results of Operations
Comparison of the three and six months ended June 30, 2025 and 2024
| For the Three Months Ended June 30, | Dollar | Percentage | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Revenues | $ | 4,030,410 | $ | - | $ | 4,030,410 | NM | |||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | $ | 301,521 | $ | - | $ | 301,521 | NM | |||||||||
| Lease operating expense | 1,094,407 | - | 1,094,407 | NM | ||||||||||||
| General and administrative | 1,790,053 | 957,952 | 832,101 | 87 | % | |||||||||||
| Depreciation and depletion | 229,430 | - | 229,430 | NM | ||||||||||||
| Accretion of asset retirement obligation | 31,696 | 33,309 | (1,613 | ) | -5 | % | ||||||||||
| Total operating expenses | 3,447,107 | 991,261 | 2,455,846 | 248 | % | |||||||||||
| Operating income (loss) | 583,303 | (991,261 | ) | 1,574,564 | 159 | % | ||||||||||
| Other income: | ||||||||||||||||
| Interest and other income | 154,031 | 640,123 | (486,092 | ) | -76 | % | ||||||||||
| Total other income | 154,031 | 640,123 | (486,092 | ) | -76 | % | ||||||||||
| Income (loss) before income taxes | 737,334 | (351,138 | ) | 1,088,472 | 310 | % | ||||||||||
| Income tax expense | (92,671 | ) | - | (92,671 | ) | NM | ||||||||||
| Net income (loss) | 644,663 | (351,138 | ) | 995,801 | 284 | % | ||||||||||
| Deemed dividend to Class 1 Preferred Units redemption value | - | (42,750,001 | ) | 42,750,001 | -100 | % | ||||||||||
| Net loss (income) attributable to noncontrolling interests | (295,720 | ) | - | (295,720 | ) | NM | ||||||||||
| Net income (loss) attributable to Class A Common stockholders or holders of Common Member Units | $ | 348,943 | $ | (43,101,139 | ) | $ | 43,450,082 | 101 | % | |||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Currency translation adjustment | 2,941,883 | (966,696 | ) | 3,908,579 | 404 | % | ||||||||||
| Comprehensive income (loss) | 3,586,547 | (1,317,834 | ) | 3,864,184 | 293 | % | ||||||||||
| Comprehensive income attributable to noncontrolling interests | (295,720 | ) | - | (295,720 | ) | NM | ||||||||||
| Total comprehensive income (loss) attributable to Class A Common stockholders | $ | 3,290,827 | $ | (1,317,834 | ) | $ | 4,608,661 | 350 | % | |||||||
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| For the Six Months Ended June 30, | Dollar | Percentage | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Revenues | $ | 4,675,010 | $ | - | $ | 4,675,010 | NM | |||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | $ | 1,139,916 | $ | - | $ | 1,139,916 | NM | |||||||||
| Lease operating expense | 1,094,407 | - | 1,094,407 | NM | ||||||||||||
| General and administrative | 5,114,898 | 2,976,476 | 2,138,422 | 72 | % | |||||||||||
| Depreciation and depletion | 302,536 | - | 302,536 | NM | ||||||||||||
| Accretion of asset retirement obligation | 65,201 | 66,620 | (1,419 | ) | -2 | % | ||||||||||
| Total operating expenses | 7,716,958 | 3,043,096 | 4,673,862 | 154 | % | |||||||||||
| Operating income (loss) | (3,041,948 | ) | (3,043,096 | ) | 1,148 | 0 | % | |||||||||
| Other income: | ||||||||||||||||
| Interest and other income | 391,636 | 929,460 | (537,824 | ) | -58 | % | ||||||||||
| Change in fair value of derivative liability | - | 173,177 | (173,177 | ) | -100 | % | ||||||||||
| Total other income | 391,636 | 1,102,637 | (711,001 | ) | -64 | % | ||||||||||
| Loss before income taxes | (2,650,312 | ) | (1,940,459 | ) | (709,853 | ) | -37 | % | ||||||||
| Income tax expense | (44,395 | ) | - | (44,395 | ) | NM | ||||||||||
| Net income (loss) | (2,694,707 | ) | (1,940,459 | ) | (754,248 | ) | -39 | % | ||||||||
| Deemed dividend to Class 1 Preferred Units redemption value | - | (155,423,177 | ) | 155,423,177 | 100 | % | ||||||||||
| Net loss (income) attributable to noncontrolling interests | 1,037,511 | - | 1,037,511 | NM | ||||||||||||
| Net income (loss) attributable to Class A Common stockholders or holders of Common Member Units | $ | (1,657,196 | ) | $ | (157,363,636 | ) | $ | 155,706,440 | 99 | % | ||||||
| Other comprehensive income (loss) | $ | - | ||||||||||||||
| Currency translation adjustment | 4,081,186 | (852,824 | ) | 4,934,010 | 579 | % | ||||||||||
| Comprehensive income (loss) | 1,386,480 | (2,793,283 | ) | 4,889,615 | 175 | % | ||||||||||
| Comprehensive income attributable to noncontrolling interests | 1,037,511 | - | 1,037,511 | NM | ||||||||||||
| Total comprehensive income (loss) attributable to Class A Common stockholders | $ | 2,423,991 | $ | (2,793,283 | ) | $ | 5,217,274 | 187 | % | |||||||
Revenues and Cost of Revenues
During the three and six months ended, our revenue was earned through sales of our share of natural gas production from the Longanesi field and from electricity generation and sales at the Casalino and Campopiano renewable natural gas plants. Cost of revenues from sales of electricity consists of feedstock costs, direct labor and overhead necessary to produce RNG and generate electricity. All cost of revenues was related to the RNG assets that were purchased in 2024.
General and Administrative (G&A) Expenses
General and administrative expenses consist of salaries and benefits, outside professional services including legal, human resources, audit and accounting services, and development stage expenses. We expect to continue to incur expenses to support operations as a public company, including expenses related to existing and future compliance with rules and regulations of the SEC and the Nasdaq, insurance expenses, investor relations, audit fees, professional services and general overhead and administrative costs.
General and administrative expenses increased by $0.8 million, or 87%, and $2.1 million or 72% for the three and six months ended June 30, 2025, compared to same periods in 2024. The increases were primarily due to increases in legal, audit and consulting fees to support public company operations.
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Lease Operating Expenses and Depreciation and Depletion
Refer to the descriptions of lease operating expenses and depreciation and depletion provided in the “Expenses” section above. As of June 30, 2024, the Casalino and Campopiano plants had not yet been acquired, and the Longanesi field had not commenced production. Accordingly, period-over-period comparisons for these expense categories are not meaningful.
Contingent Consideration Liability
As of June 30, 2025 and December 31, 2024, the contingent consideration liability was recorded at $28.1 million and $25.0 million, respectively. The estimate of the contingent consideration liability was determined based on inputs including the following as of June 30, 2025 and December 31, 2024: the intercontinental exchange futures prices for European natural gas, Euro to USD exchange rates of 1.17 and 1.04, respectively, and management’s future expected annual Longanesi production. We are required to make formulaic deferred consideration payments effectively equating to 20% to 50% of revenue above certain European natural gas threshold prices. The calculation and timing of such payments are primarily driven by future expected Longanesi production, as modeled by DeGolyer, as well as forward European natural gas prices. While the timing and quantities of expected Longanesi production were unchanged from December 31, 2024 to June 30, 2025, and we had fully accrued the total capped Euro amount of the liability, average annual European natural gas forward prices declined slightly.
Since the total capped Euro-denominated liability was recorded as of June 30, 2025 and December 31, 2024, and June 30, 2024 and December 31, 2023, any changes in the USD-equivalent amount were entirely due to foreign exchange rate fluctuations. As such, these changes were included in currency translation adjustment for the three and six months ended June 30, 2025 and 2024.
Interest and Other Income (Expenses)
Interest and other income (expenses) primarily includes interest earned on cash and cash equivalents. Interest and other income decreased by $0.5 million and $0.5 million during the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily due to higher interest (higher rates) earned on larger average cash balances during the 2024 periods compared to the 2025 periods presented.
Change in Fair Value of Derivative Liability
The change in the fair value of derivative liability related to the Class 1 Preferred Units was nil during the three and six months ended June 30, 2025, compared to nil during the three months ended June 30, 2024 and $0.2 million during the six months ended June 30, 2024. The fair value gain recorded during the six months ended June 30, 2024 (representing a decrease in the liability) was primarily due to a higher liquidation threshold which was driven by capital contributions made during the first quarter of 2024 through the Class 1 Preferred Units. The derivative liability was reduced from $0.2 million as of December 31, 2023 to zero during the first quarter of 2024 and was ultimately derecognized in conjunction with the Business Combination.
Currency Translation Adjustment
For the purpose of presenting consolidated financial statements, the assets and liabilities of our Euro operations are translated to USD at the exchange rate on the reporting date. The income and expenses are translated using average exchange rates. Foreign currency differences that arise on translation for consolidated purposes are recognized as a currency translation adjustment in other comprehensive loss on the consolidated statements of operations and comprehensive loss.
The currency translation adjustment increased by $3.9 million and $4.9 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024. This increase was primarily driven by fluctuation of the exchange rates between the Euro and the U.S. Dollar as well as the level of our activities. This increase was primarily driven by fluctuations in the Euro to U.S. Dollar exchange rates and the level of our Euro-denominated activities. The spot rate strengthened from December 31, 2024 to June 30, 2025, and the average exchange rates were higher during the 2025 periods, resulting in larger positive currency translation adjustments relative to the 2024 periods.
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Segment Results
During the second quarter of 2025, in connection with the commencement of production at the Longanesi field, our evaluation of operating results between conventional and renewable operations became more relevant to the chief operating decision maker, resulting in further disaggregation of the Company’s single reportable segment. As a result, as of June 30, 2025, we determined that we have two operating segments, each of which also qualifies as a reportable segment, based on the manner in which the chief operating decision maker (“CODM”)—the Company’s Executive Director and Chief Executive Officer, collectively—reviews financial information to assess performance and allocate resources.
| ● | The Conventional segment consists of the natural gas exploration and production activities conducted by AleAnna Italia. The primary product of this segment is conventional natural gas produced from onshore exploration and development in Italy. |
| ● | The Renewable segment consists of the RNG and electricity production activities conducted by AleAnna Renewable and the RNG Subsidiaries. The segment’s primary output is electricity generated from RNG derived from animal and agricultural waste. |
Reconciling items include items not directly attributable to either reportable segment. These include corporate financing and investing activities, as well as administrative functions that support the Company’s overall operations. These items are presented in the segment reconciliation but do not constitute a reportable segment.
The CODM evaluates segment performance primarily using segment operating income (loss), which is consistent with the presentation in the Company’s consolidated statements of operations. The CODM monitors revenues and operating expenses by segment for purposes of strategic decision-making and resource allocation, including the evaluation of the timing and amount of future investment in, or development of, the conventional and renewable reportable segments. The expense categories reviewed by the CODM are consistent with those presented in the consolidated statements of operations and in the segment operating results presented below.
All of the Company’s revenue is generated with external customers, and located in Italy. All of the Company’s assets, other than corporate assets primarily comprised of cash located in the U.S., are located in Italy.
The three and six months ended June 30, 2025 reflect the revenue and expense categories noted above in the consolidated Results of Operations. For the three and six months ended June 30, 2024, the Company had no revenues, immaterial RNG assets, and minimal operating expenses outside of corporate general and administrative expenses. The vast majority of natural gas development activities were capitalized prior to the second quarter of 2025.
Selected financial information by segment is presented in the tables below:
| Three Months Ended June 30, 2025 | ||||||||||||||||
| Conventional | Renewable | Corporate and Other | Consolidated | |||||||||||||
| Revenues | $ | 3,315,788 | $ | 714,622 | $ | - | $ | 4,030,410 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | $ | - | $ | 301,521 | $ | - | $ | 301,521 | ||||||||
| Lease operating expense | 1,094,407 | - | - | 1,094,407 | ||||||||||||
| General and administrative | 1,183,088 | 17,562 | 589,403 | 1,790,053 | ||||||||||||
| Depreciation and depletion | 135,455 | 93,976 | - | 229,430 | ||||||||||||
| Accretion of asset retirement obligation | 31,696 | - | - | 31,696 | ||||||||||||
| Total operating expenses | $ | 2,444,645 | $ | 413,059 | $ | 589,403 | $ | 3,447,107 | ||||||||
| Operating income (loss) | 871,143 | 301,563 | (589,403 | ) | 583,303 | |||||||||||
| Total Assets | $ | 54,459,660 | $ | 15,117,518 | $ | 20,274,325 | $ | 89,851,503 | ||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||
| Conventional | Renewable | Corporate and Other | Consolidated | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | 535,731 | $ | 157,532 | $ | 264,689 | $ | 957,952 | ||||||||
| Accretion of asset retirement obligation | 33,309 | - | - | 33,309 | ||||||||||||
| Total operating expenses | $ | 704,494 | $ | 157,532 | $ | 264,689 | $ | 991,261 | ||||||||
| Operating income (loss) | (704,494 | ) | (157,532 | ) | (264,689 | ) | (1,126,716 | ) | ||||||||
| Total Assets | $ | 39,007,903 | $ | 2,241,994 | $ | 41,836,694 | $ | 83,086,591 | ||||||||
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| Six Months Ended June 30, 2025 | ||||||||||||||||
| Conventional | Renewable | Corporate and Other | Consolidated | |||||||||||||
| Revenues | $ | 3,315,788 | $ | 1,359,222 | $ | - | $ | 4,675,010 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | $ | - | $ | 1,139,916 | $ | - | $ | 1,139,916 | ||||||||
| Lease operating expense | 1,094,407 | - | - | 1,094,407 | ||||||||||||
| General and administrative | 1,869,869 | 1,032,066 | 2,212,963 | 5,114,898 | ||||||||||||
| Depreciation and depletion | 135,455 | 167,081 | - | 302,536 | ||||||||||||
| Accretion of asset retirement obligation | 65,201 | - | - | 65,201 | ||||||||||||
| Total operating expenses | $ | 3,164,932 | $ | 2,339,063 | $ | 2,212,963 | $ | 7,716,958 | ||||||||
| Operating income (loss) | 150,856 | (979,841 | ) | (2,212,963 | ) | (3,041,948 | ) | |||||||||
| Total Assets | $ | 54,459,660 | $ | 15,117,518 | $ | 20,274,325 | $ | 89,851,503 | ||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||
| Conventional | Renewable | Corporate and Other | Consolidated | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | 1,098,955 | $ | 391,403 | $ | 1,486,118 | $ | 2,976,476 | ||||||||
| Accretion of asset retirement obligation | 66,620 | - | - | 66,620 | ||||||||||||
| Total operating expenses | $ | 1,165,575 | $ | 391,403 | $ | 1,486,118 | $ | 3,043,096 | ||||||||
| Operating income (loss) | (1,165,575 | ) | (391,403 | ) | (1,486,118 | ) | (3,043,096 | ) | ||||||||
| Total Assets | $ | 39,007,903 | $ | 2,241,994 | $ | 41,836,694 | $ | 83,086,591 | ||||||||
Liquidity, Capital Resources and Operations
We have begun generating revenue from our operations, although total revenues to date have been limited. We had an accumulated deficit of $192.7 million as of June 30, 2025. We had $22.8 million in unrestricted cash and cash equivalents on June 30, 2025. The Company’s continuing operations, as intended, are dependent upon its ability to generate cash flows or obtain additional financing. Between January 2024 and May 2024, prior to the Business Combination, we received an aggregate of $62.1 million in capital contributions from AleAnna Energy members resulting in the issuance of 62,100 Class 1 Preferred Units, to fund operating costs, capital expenditures, Business Combination related transaction expenses, and to provide working capital to meet our liabilities and commitments as they become due. We also received approximately $1.1 million from exercises of Public Warrants between January 2025 and May 2025. In addition, we are exploring Resource Backed Loan (“RBL”) financing, renewable natural gas project loan products and other financing arrangements with several financial institutions; however, there is no guarantee that such financing will be available to us. As a normal part of our business, depending on market conditions, we may from time to time consider opportunities to issue equity or debt securities to raise additional capital. Changes in our operating plans, lower than anticipated revenues, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all.
Presently, Padana is the operator of the Longanesi field under a Unitized Operating Agreement, and other companies in the future may operate some of the properties in which we have an interest. The failure of an operator of our wells or joint venture participant to adequately perform operations, an operator’s breach of the applicable agreements or an operator’s failure to act in ways that are in our best interest could reduce our production and revenues.
To mitigate operator risks, we monitor the operational risks, credit risk, financial position and liquidity of Padana. Operational risks are monitored and acted on through: (i) periodic meetings with Padana, through a formal committee known as the “Technical Committee”, to examine upcoming activities and discuss questions and concerns, (ii) through the receipt and analysis of daily reports, (iii) through requesting unscheduled calls with Padana where areas of concern are identified, and (iv) through occasional site visits. Further, Padana’s credit risk, financial position, and liquidity are periodically evaluated through review of the financial condition of Padana’s parent organization, Gas Plus S.p.A., which is a publicly-traded company on the Italian Stock Exchange (Euronext Milan). We are able to continuously monitor financial health of Gas Plus S.p.A. through exchange-required public disclosures, including half-annual and annual financial statements, corporate presentations, and press releases.
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Cash Flows
The following table includes our cash flow data for the six months ended June 30, 2025 and 2024:
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Consolidated Statement of Cash Flows Data: | ||||||||
| Net cash used in operating activities | (2,559,585 | ) | (4,700,275 | ) | ||||
| Net cash used in investing activities | (3,377,728 | ) | (8,962,942 | ) | ||||
| Net cash provided by financing activities | 1,143,652 | 62,100,000 | ||||||
Cash used in operating activities
Cash used in operating activities decreased by $2.1 million for the six months ended June 30, 2025, compared to the same period in 2024. This decrease primarily reflects cash revenues from the Longanesi field from May and June 2025, collections on electricity sales receivable from RNG plants, and the timing of payments of accounts payable during the six months ended June 30, 2025 compared to the same period in 2024.
Cash used in investing activities
Cash used in investing activities decreased by $5.6 million for the six months ended June 30, 2025, compared to the same period in 2024. In both periods, investing cash flows primarily reflected continued development of the Longanesi wells. The decrease during the six months ended June 30, 2025 was driven by a lower level of completion and tie-in activity relative to the same period in 2024. During the second quarter of 2025, the five Longanesi wells were brought online, resulting in only a partial quarter of capitalized costs. Capital expenditures during the 2025 period primarily reflected final tie-in work and capital calls from our operating partner, Padana, for the permanent Longanesi processing facility. In contrast, the 2024 period included a full six months of development and tie-in costs for the Longanesi field, in addition to the acquisition of the Campagnatico RNG asset.
Cash provided by financing activities
Cash provided by financing activities during the six months ended June 30, 2025 reflects proceeds from cash exercises of Public Warrants.
Cash provided by financing activities during the six months ended June 30, 2024 reflects pre-Business Combination issuances of AleAnna Energy Class 1 Preferred Units used to fund our operations. Such Class 1 Preferred Units were exchanged for Class A and Class C commons stock as part of the Business Combination.
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Contractual Obligations and Other Commitments
Participation Agreements and Blugas ORRI
In the normal course of business, we enter into agreements with other entities to assist in the performance of drilling of the Longanesi field. On June 26, 2009, we entered into a Participation Agreement with Padana for the drilling of the ‘Longanesi 1 exploration well, ’San Potito’ concession and ‘Abbadessee 1’ exploration,’ collectively referred to as the Longanesi field.
The Unified Operating Agreement arrangement was originally signed between Eni and Grove and dated September 26, 2009. However, Padana has succeeded Eni as the operator and 66.5% working interest owner, and we succeeded Grove as the non-operator and 33.5% working interest owner. On July 13, 2016, we acquired a 33.5% working interest in the Longanesi field from Enel, and, as part of the purchase, acquired a legacy contingent liability arising from an agreement between the Longanesi working interest’s original owner Grove Energy and Blugas. Blugas retained an interest akin to an ORRI, whereby Blugas was entitled to physical delivery of 20% of the first 350 million standard cubic meters (approximately 2,472 106ft3) produced from the Longanesi field. Prior to the Blugas settlement in May 2024 (as further described below), in accounting for the acquisition of the 33.5% working interest, we did not recognize an asset or liability in the consolidated financial statements related to the Blugas ORRI as our SEC Case reserves estimates contemplated the contractual arrangement and physical gas delivery to Blugas, such that the gas revenues attributable to our 33.5% working interest were reduced to reflect sale of the Blugas quantity and payment of such revenues (cash outflows to Blugas).
The physical volumes due to Blugas were being contested by us as usury because we considered, among other reasons, that extraction services and all associated risks are executed by us and that participation by Blugas was limited to financing a part of the sum necessary to start drilling, without participation in the construction and exploitation of the reservoir, and therefore do not share the risks or costs, which had increased compared to the initial forecast of the investment.
On May 28, 2024, we entered into the Blugas Settlement Agreement regarding the Blugas ORRI whereby Blugas was entitled to physical delivery of 20% of the first 350 million standard cubic meters (approximately 2,472 106ft3) produced from the Longanesi field. Under the terms of the Blugas Settlement Agreement, we paid Blugas approximately €5 million, plus an additional €1.1 million in applicable VAT, or a total of approximately $6.6 million. In exchange, we were released from any future liability related to the Blugas ORRI. As a result of the transactions contemplated by the Blugas Settlement Agreement, our 33.5% working interest in the Longanesi field is now unencumbered except for normal government royalties (10%). The Blugas Settlement Agreement was accounted for as an acquisition of the Blugas ORRI claim with a corresponding increase to the expected future cash flows from our reserves. Our year-end December 31, 2023 reserve quantities included the 20% of 350 million standard cubic meters (approximately 2,472 106ft3) allocable to the Blugas ORRI in our proved gas reserves. However, the required payments to Blugas associated with the sale of such quantities were reflected as cash outflows (costs) in our year-end December 31, 2023 reserve report as if such amounts were paid to Blugas. Following settlement, our year-end December 31, 2024 reserve quantities continue to include the 20% of 350 million standard cubic meters (approximately 2,472 106ft3), however, the previously required payments to Blugas associated with the sale of such quantities are no longer reflected as cash outflows (costs) as if such amounts were paid to Blugas. As the cash outflows (costs) are no longer reflected as if paid to Blugas, such amounts are reflected in our December 31, 2024 reserve report as allocable to our unencumbered 33.5% working interest.
Contingent Consideration Liability
In connection with our purchase of our 33.5% working interest in the Longanesi field, consideration paid included €7 million cash and up to €24 million of deferred consideration payable upon production of the Longanesi field. The deferred consideration is payable based on a formulaic calculation which is predominantly dependent on sales volumes and spot natural gas prices during the first 12 years of production (the “Earn-Out Period”). There will be no deferred consideration due if Longanesi is not developed and no deferred consideration due if average annual gas prices are less than €3.65/Mcf over the Earn-Out Period. Upon first production, we were also required to issue a bank guarantee of €3 million secured by cash collateral of €1 million related to the contingent consideration liability which was classified as restricted cash as of June 30, 2025. The cash collateral may be used to satisfy the contingent consideration liability as payments become due.
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We recognized a liability for the contingent consideration in accounting for the asset acquisition in accordance with ASC 450, Contingencies (“contingent consideration liability”). As of June 30, 2025 and December 31, 2024, the total contingent consideration liability was recorded at $28.1 million and $25.0 million, respectively.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We expect to be an emerging growth company at least through 2025.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon their evaluation, and due to the material weaknesses identified and previously disclosed in our Form 10-K for the year ended December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025.
Effective internal controls are necessary to provide reliable financial reports and prevent fraud. AleAnna is in the process of adding resources with the appropriate level of experience and technical expertise to oversee AleAnna’s business processes and controls. While certain controls exist, AleAnna has not yet formally designed and implemented the full set of business processes and related internal controls required to meet the standards applicable to a public company.
As a result, AleAnna identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements would not be prevented or detected on a timely basis.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal quarter, the Company began developing and initiating certain remediation activities related to the material weaknesses previously disclosed in its Form 10-K for the year ended December 31, 2024. However, management determined that these activities did not result in a change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting as of June 30, 2025.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
For a description of material pending legal proceedings, see the discussion set forth under the heading “Contingencies and Legal Proceedings” in Note 9 to our Condensed Consolidated Financial Statements, which is incorporated by reference herein.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under “Item 1A. Risk Factors” of our 2024 Form 10-K, other than the updates to specific risk factors noted below. For additional information concerning our risk factors, please refer to “Item 1A. Risk Factors” of our 2024 Form 10-K.
We have previously identified material weaknesses in the internal control over financial reporting of AleAnna Energy, LLC. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report the Company’s financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.
Effective internal controls are necessary to provide reliable financial reports and prevent fraud. AleAnna is in the process of adding resources with the appropriate level of experience and technical expertise to oversee its business processes and controls. While certain controls exist, AleAnna Energy, LLC has not yet formally designed and implemented the full set of business processes and related internal controls required to meet the standards applicable to a public company.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements would not be prevented or detected on a timely basis.
Management of AleAnna, Inc., as the registrant, is responsible for evaluating and remediating the internal control environment of AleAnna Energy, LLC. In connection with the preparation of AleAnna, Inc.’s consolidated financial statements as of and for the year ended December 31, 2024, management of AleAnna identified material weaknesses in internal control over financial reporting at AleAnna Energy, LLC. Specifically, management determined that AleAnna Energy LLC did not maintain an effective control environment in accordance with the COSO framework, as it did not maintain a sufficient complement of accounting and reporting resources commensurate with its financial reporting requirements. Details of the material weaknesses were as follows:
| ● | Management did not maintain an effective control environment in accordance with the COSO framework as it did not maintain a sufficient complement of accounting and reporting resources commensurate with its financial reporting requirements. This material weakness contributed to the following material weaknesses: |
| ● | Management did not design, implement, and operate controls over the selection and implementation of accounting policies to ensure amounts recorded and disclosed were fairly stated in accordance with GAAP. |
| ● | Management did not design or maintain appropriate account reconciliation and journal entry review controls to review the work of third-party consultants used to assist management in recording transactions. |
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Although AleAnna Energy LLC was excluded from management’s assessment of internal control over financial reporting as of December 31, 2024, in reliance on the one-year exemption provided under the SEC’s rules for newly acquired businesses, we disclosed these material weaknesses due to their potential impact on our consolidated financial reporting.
We are in the early stages of designing and implementing a plan to remediate the material weaknesses identified. Our plan includes the below:
| ● | Designing and implementing a risk assessment process supporting the identification of risks facing AleAnna Energy, LLC. |
| ● | Implementing controls to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and preparing and reviewing accounting memoranda addressing these issues. |
| ● | Hiring additional experienced accounting, financial reporting and internal control personnel and changing roles and responsibilities of our personnel as we transition to being a public company and are required to comply with Section 404 of the Sarbanes-Oxley Act. |
| ● | Implementing controls to enable an accurate and timely review of accounting records that support our accounting processes and maintain documents for internal accounting reviews. |
We cannot assure you that these measures will remediate the material weaknesses described above. The implementation of these remediation measures is in the early stages and will require validation and testing of the design and operating effectiveness of the Company’s internal controls over a sustained period of financial reporting cycles and, as a result, the timing of when the Company will be able to remediate the material weaknesses is uncertain and the Company may not remediate these material weaknesses during the year ended December 31, 2025. If the steps the Company takes do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement of its annual or interim financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize the Company’s ability to comply with its reporting obligations, limit its ability to access the capital markets and adversely impact its stock price.
We are required to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. In addition, because of our status as an emerging growth company, you will not be able to depend on any attestation from our independent registered public accountants as to our internal control over financial reporting for the foreseeable future.
While AleAnna, Inc has implemented certain internal controls at the holding company level, these controls do not yet cover the consolidated operations of AleAnna Energy, LLC, which continues to operate with control deficiencies.
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We are required by Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in our second annual report following the completion of the Business Combination. The process of further designing, documenting, and implementing internal control over financial reporting required to comply with this requirement is ongoing, and is time-consuming, costly and complicated. During the course of our evaluation and testing, we may identify additional material weaknesses. If our remediation efforts are not successful, our management may be unable to assert that our internal control over financial reporting is effective in future filings. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
In addition, our independent registered public accounting firm will not be required to attest formally to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for as long as we qualify for scaled “smaller reporting company” disclosure under the Exchange Act. Accordingly, you will not be able to depend on any attestation concerning our internal control over financial reporting from our independent registered public accountants for the foreseeable future.
Although we are actively working to improve our internal control environment, we cannot be certain as to the timing of completion of our ongoing evaluation, testing and remediation actions or the impact of such actions on our operations. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Repurchase of Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other information
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Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| August 14, 2025 | AleAnna, Inc. | |
| By: | /s/ Tristan Yopp | |
| Name: | Tristan Yopp | |
| Title: | Chief Financial Officer | |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marco Brun, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of AleAnna, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 14, 2025 | By: | /s/ Marco Brun |
| Marco Brun | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tristan Yopp, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of AleAnna, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 14, 2025 | By: | /s/ Tristan Yopp |
| Tristan Yopp | ||
| Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AleAnna, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Marco Brun, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: August 14, 2025 | By: | /s/ Marco Brun |
| Marco Brun | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AleAnna, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, Tristan Yopp, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: August 14, 2025 | By: | /s/ Tristan Yopp |
| Tristan Yopp | ||
| Chief Financial Officer (Principal Financial Officer) |