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.
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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 | |
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