8-A12B 1 ea0224492-8a12b_aleanna.htm FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

AleAnna, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		98-1582153
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 Crescent Court, Suite 1860

Dallas, Texas

75201

(Address of principal executive offices)

(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be registered

Name of each exchange on which

each class is to be registered

Class A common stock, par value $0.0001 per share

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock

The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-280699 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are (i) the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of AleAnna, Inc., a Delaware corporation (f/k/a Swiftmerge Acquisition Corp.) (the “Company”) and (ii) warrants to purchase shares of Class A Common Stock (the “Warrants”) of the Company. The description of the Class A Common Stock and the Warrants set forth under the heading “Description of Securities of the Surviving PubCo’s Securities” in the final prospectus and definitive proxy statement, dated November 21, 2024, filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2024 and forming a part of the Company’s registration statement on Form S-4 originally filed with the SEC on July 5, 2024, as amended, (File No. 333-280699) (the “Registration Statement”) to which this Form 8-A relates, is incorporated by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2.

Exhibits.

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the registrant are registered on The Nasdaq Capital Market and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: December 13, 2024

	ALEANNA, INC.

	By:	/s/ Tristan Yopp
	Name:	Tristan Yopp
	Title:	Chief Financial Officer

SEC Form 8-A12B filed by Swiftmerge Acquisition Corp.