POS AM 1 ea0226977-06.htm POST-EFFECTIVE AMENDMENT

As filed with the Securities and Exchange Commission on April 2, 2026

Registration No. 333-284257

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

POST EFFECTIVE AMENDMENT NO. 2

TO
FORM S-1 ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________________

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 Number)

300 Crescent Court, Suite 1860
Dallas, TX 75201
(469) 398-2200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

_________________________

Ivan Ronald
Chief Financial Officer
300 Crescent Court, Suite 1860
Dallas, TX 75201
(469) 398-2200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

_________________________

Copies of all communications, including communications sent to agent for service, should be sent to:

Jennifer T. Wisinski
Stephen W. Grant, Jr.
Haynes and Boone, LLP
2801 N. Harwood Ave.
Suite 2300
Dallas, TX 75201
Tel: (214) 651-5000

_________________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date hereof.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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	☐
Non-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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
THE BUSINESS COMBINATION		ii
GLOSSARY OF SELECTED INDUSTRY TERMS		iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		vi
PROSPECTUS SUMMARY		1
THE OFFERING		3
RISK FACTORS		5
USE OF PROCEEDS		6
DESCRIPTION OF SECURITIES		7
PLAN OF DISTRIBUTION		17
LEGAL MATTERS		18
EXPERTS		18
WHERE YOU CAN FIND ADDITIONAL INFORMATION		18
INCORPORATION BY REFERENCE		19

“Carbon Negative Renewable Natural Gas”		Renewable natural gas (RNG) is considered carbon negative if it captures more greenhouse gases than it emits. RNG produced from organic waste that would otherwise decay and create methane emissions are considered carbon negative as the methane emissions from the decay is captured and converted to a usable fuel source (RNG) which then displaces traditional fossil based natural gas (methane). The avoided emissions from natural decay and the substitution of fossil based natural gas results in a negative carbon life cycle score. In the U.S., the California Air Resources Board has given dairy and agricultural based carbon negative RNG projects a carbon intensity Score (gCO2e/MJ) of -250 (or lower). Such projects are similar to those pursued by AleAnna’s Renewable Natural Gas business.
“Development”		drilling and other post-exploration activities aimed at the production of oil and gas.
“Development well”		a well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
“ESG”		environmental, social and governance.
“Exploration”		oil and natural gas exploration that includes land surveys, geological and geophysical studies, seismic data gathering and analysis and well drilling.
“Exploratory well”		a well drilled to find a new field or new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well or a stratigraphic test well.
“Extension well”		a well drilled to extend the limits of a known reservoir.
“Gas”		all references to “gas” in this prospectus refer to natural gas.
“Greenhouse gases (GHG)”		gases in the atmosphere, transparent to solar radiation, that trap infrared radiation emitted by the earth’s surface. The greenhouse gases relevant within the Company’s activities are carbon dioxide (CO2), methane (CH4) and nitrous oxide (N2O). GHG emissions are commonly reported in CO2 equivalent (CO2eq) according to Global Warming Potential values in line with IPCC AR4, 4th Assessment Report.
“Gross”		“gross” natural gas and oil wells or “gross” acres equal the total number of wells or acres in which we have a working interest.
“G&A”		general and administrative.
“Hedging”		the use of derivative commodity and interest rate instruments to reduce financial exposure to commodity price and interest rate volatility.
“Hydrocarbons”		means oil, gas, condensate and other gaseous and liquid hydrocarbons or any combination thereof, and all minerals, products and substances extracted, separated, processed and produced therefrom or therewith.

“LNG”		Liquefied Natural Gas obtained through the cooling of natural gas to minus 160 °C at normal pressure. The gas is liquefied to allow transportation from the place of extraction to the sites at which it is transformed back into its natural gaseous state and consumed. One tonne of LNG corresponds to 1,400 cubic meters of gas.
“Mcf”		thousand cubic feet.
“MMcf”		million cubic feet.
“Net”		“net” natural gas and oil wells or “net” acres equals the sum of our fractional ownership working interests we have in gross wells or acres.
“Net acres or Net wells”		the sum of the fractional working interest owned in gross acres or gross wells expressed in whole numbers and fractions of whole numbers.
“Possible reserves”		possible reserves are those additional reserves that are less certain to be recovered than probable reserves.
“Probable reserves”		probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.
“Productive well”		a well that is producing oil or gas or that is capable of production.
“Proved developed reserves”		proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
“Proved reserves”		proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. Reserves are classified as either developed or undeveloped. Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well, and through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. Proved undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

“Proved undeveloped reserves (PUDs)”		means proved reserves that are expected to be recovered from undrilled well locations on existing acreage or from existing wells where a relatively major expenditure is required for recompletion within the five year development window, according to the SEC or Society of Petroleum Engineers definition of PUD.
“Reserves”		reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.
“Reservoir”		a porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
“Service well”		well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include, among other things, gas injection, water injection and salt-water disposal.
“Undeveloped acreage”		means acreage under lease on which wells have not been drilled or completed such that there is not production of commercial quantities of hydrocarbons;
“Unproved reserves”		reserves that are based on geoscience and/or engineering data similar to that used in estimates of proved reserves, but technical or other uncertainties preclude such reserves being classified as proved reserves. Unproved reserves may be further categorized as probable reserves and possible reserves.
“Working interest”		An interest that gives the owner the right to drill, produce and conduct operating activities on a property and receive a share of any production.
“/d”		Per day.
“/y”		Per year.
“106ft3”		Millions of cubic feet.

Shares of our Class A Common Stock outstanding prior to exercise of the Public Warrants		40,659,881 shares
Shares of our Class A Common Stock that may be issued upon exercise of the Public Warrants		11,150,543 shares
Shares of our Class A Common Stock outstanding after the exercise of the Public Warrants (excluding shares of Class A Common Stock issuable upon exchange of Class C HoldCo Units and Class C Common Stock)		51,810,424 shares
Use of Proceeds		We will receive up to approximately an additional $128.2 million, assuming the exercise in full of all of the Public Warrants for cash. As of April 1, 2026, we have received an aggregate of approximately $1.1 in cash proceeds upon exercise of Public Warrants. The likelihood that warrant holders will exercise the Public Warrants and any cash proceeds that we would receive is dependent upon the market price of our Class A Common Stock. If the market price for our Class A Common Stock is less than $11.50 per share, we believe holders of Public Warrants will be unlikely to exercise their Public Warrants. Under certain circumstances, the Public Warrants may be exercised on a cashless basis. If the Public Warrants are exercised on a cashless basis, we will not receive any cash from these exercises. Unless we inform you otherwise, we expect to use any net proceeds from the exercise of the Public Warrants for general corporate purposes. See the section titled “Use of Proceeds” for more information.
HoldCo Holder Redemption Right		Pursuant to the A&R HoldCo LLC Agreement, holders of Class C HoldCo Units and Class C Common Stock, subject to certain timing procedures and other conditions set forth therein, have the right (the “HoldCo Holder Redemption Right”) to exchange all or a portion of their Class C HoldCo Units, together with an equal number of shares of Class C Common Stock for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock for each Class C HoldCo Unit exchanged, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions.
Mandatory Exchange		The Company, in its capacity as manager of HoldCo, has the right to require, (i) upon a change of control of HoldCo or (ii) in the discretion of the Company with the consent of at least fifty percent (50%) of the holders of Class C HoldCo Units, each other HoldCo unitholder to exchange all of its Class C HoldCo Units for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock for each Class C HoldCo Unit exchanged, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions (a “Mandatory Exchange”). In connection with any exchange of Class C HoldCo Units pursuant to the HoldCo Holder Redemption Right or acquisition of Class C HoldCo Units

		pursuant to a Mandatory Exchange, the Company shall receive a number of Class A HoldCo Units equal to the number of shares of Class A Common Stock issued to the HoldCo unitholder, and a corresponding number of shares of Class C Common Stock held by the relevant HoldCo unitholder will be cancelled. As the Class C HoldCo Units are exchanged, holding other assumptions constant, the Company’s ownership stake in HoldCo will be correspondingly increased, the number of shares of Class A Common Stock outstanding will be increased and the number of shares of Common Stock will be decreased.
Risk Factors		See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Class A Common Stock.
Ticker Symbol of Class A Common Stock and Public Warrants		“ANNA” and “ANNAW”

	Amount Paid or to be Paid
SEC Registration Fee	$	19,807.31
Printing and miscellaneous expenses	$	*
Legal fees and expenses	$	*
Accounting fees and expenses	$	*
Total:	$	*

Exhibit No.		Description
2.1†		Agreement and Plan of Merger, dated as of June 4, 2024, by and among Swiftmerge, HoldCo, Merger Sub and AleAnna (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (File No. 333-280699) filed with the Securities and Exchange Commission on July 5, 2024).
2.2		First Amendment to Agreement and Plan of Merger, dated as of October 8, 2024, by and among Swiftmerge, HoldCo, Merger Sub and the Company (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A (File No. 333-280699) filed with the Securities and Exchange Commission on October 8, 2024).
4.1		Specimen Warrant Certificate of Swiftmerge (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1/A (File No. 333-254633), filed with the Securities and Exchange Commission on October 4, 2021).
4.2		Warrant Agreement, dated as of December 14, 2021, by and between Continental Stock Transfer & Trust Company and Swiftmerge (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-41164), filed with the Securities and Exchange Commission on December 20, 2021).
4.3		Description of Securities of AleAnna, Inc. (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K (File No. 001-41164), filed with the Securities and Exchange Commission on March 30, 2026).
5.1*		Opinion of Haynes and Boone, LLP.
23.1**		Consent of Deloitte & Touche LLP.
23.2**		Consent of DeGolyer and MacNaughton.
23.3*		Consent of Haynes and Boone, LLP (included in Exhibit 5.1 hereto).
24.1**		Power of Attorney (included on signature page).
99.1		Report of DeGolyer and MacNaughton, Summary of Reserves at December 31, 2025 (incorporated by reference to Exhibit 99.1 of the Company’s Annual Report on Form 10-K (File No. 001-41164), filed with the Securities and Exchange Commission on March 30, 2026).
107*		Filing Fee Table.

		ALEANNA, INC.
		By:		/s/ Ivan Ronald
		Name:		Ivan Ronald
		Title:		Chief Financial Officer (Principal Financial and Accounting Officer)

Signature	Title	Date
/s/ Marco Brun	Chief Executive Officer and Director	April 2, 2026
Marco Brun	(Principal Executive Officer)
/s/ Ivan Ronald	Chief Financial Officer	April 2, 2026
Ivan Ronald	(Principal Financial and Accounting Officer)
/s/ Graham van’t Hoff	Director	April 2, 2026
Graham van’t Hoff
/s/ William K. Dirks	Director	April 2, 2026
William K. Dirks
/s/ Duncan Palmer	Director	April 2, 2026
Duncan Palmer
/s/ Curtis Hébert	Director	April 2, 2026
Curtis Hébert

SEC Form POS AM filed by AleAnna Inc.