AleAnna, Inc.

Previous wording

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.

Current wording

We are 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 Spa. 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.

Previous wording

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 months ended March 31, 2026 or 2025. We had no other exploratory or development drilling during three months ended March 31, 2026 or 2025. Our Longanesi, Trava and Gradizza wells were classified by DeGolyer and MacNaughton as proved undeveloped reserves as such wells had not yet started production as of December 31, 2025 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.

Current wording

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, 2026 or 2025. We had no other exploratory or development drilling during the three and six months ended June 30, 2026 or 2025. Our Longanesi, Trava and Gradizza wells were classified by DeGolyer and MacNaughtonas proved undeveloped reserves as such wells had not yet started production as of December 31, 2025 and require future investments to install production facilities prior to being fully completed and producible. However, as noted in the section titled “Recent Developments” below, we achieved first production from the Longanesi field in 2025.

Previous wording

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.”

Current wording

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, Swiftmerge 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.”

Previous wording

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 (“U.S. GAAP” or “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.

Current wording

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 Swiftmerge 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 (“U.S. GAAP” or “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.

Previous wording

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.

Current wording

Under a reverse recapitalization, Swiftmerge 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 Swiftmerge, accompanied by a recapitalization.

Previous wording

During the third quarter of 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. The second application was approved in January 2026. These approvals represent a significant milestone required prior to first production.

Current wording

During the third quarter of 2025, we reached an agreement with the Emilia Romagna Region (the “Intesa”) in support of our pending application for a production concession related to the Gradizza field. The second application was approved in January 2026. These approvals represent a significant milestone required prior to first production.

Previous wording

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, 2025, Gradizza contains 703 MMcf of proved reserves.

Current wording

We hold a 100% working interest in the Gradizza field and will serve as operator.

Previous wording

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.

Current wording

On March 13, 2025, we achieved a key milestone with the first production from our working interest in five wells in the Longanesi field. The Longanesi field reached sustained maximum production during the second quarter of 2025. We began recognizing revenue and related expenses, including depreciation and depletion, associated with Longanesi production in the second quarter of 2025.

Previous wording

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 March 31, 2026. The collateral may be used to satisfy the contingent consideration liability as payments become due.

Current wording

In connection with the Longanesi start-up in May 2025, we 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, 2026. The collateral may be used to satisfy the contingent consideration liability as payments become due.

Previous wording

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.

Current wording

We believe our achieving 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.

Previous wording

During thethree months ended March 31, 2026, we generated approximately $9.3 million of total revenue, comprised of $8.9 million of revenue from our Conventional segment and $0.4 million of revenue from our Renewable segment.

Current wording

During thethree and six months ended June 30, 2026, we generated approximately $10.2 million and $19.6 million of total revenue, comprised of $9.5 million and $18.4 million of revenue from our Conventional segment and $0.7 million and $1.2 million of revenue from our Renewable segment.

Previous wording

During the three months ended March 31, 2026, revenue from our Conventional segment was comprised of sales of our share of natural gas from the Longanesi field. During the three months ended March 31, 2026, revenue from our Renewable segment was comprised ofelectricity 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.

Current wording

During the three and six months ended June 30, 2026, revenue from our Conventional segment was comprised of sales of our share of natural gas from the Longanesi field. During the three and six months ended June 30, 2026, revenue from our Renewable segment was comprised ofelectricity 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.

Previous wording

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.

Current wording

G&A expenses consist of compensation costs for personnel in executive, finance, accounting, and other administrative functions, including share-based compensation expenses. 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.

Previous wording

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 March 31, 2026 and as of December 31, 2025.

Current wording

Our income tax consequences have been reflected in our consolidated financial statements in accordance with ASC 740,Income Taxes.

Previous wording

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 March 31, 2026 and December 31, 2025, we had VAT receivables of $10.4 million and $9.6 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.

Current wording

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, 2026 and December 31, 2025, we had VAT receivables of $8.5 million and $9.6 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.

Previous wording

Our net income attributable to common stockholders was $2.1 million for the three months ended March 31, 2026, as compared to net loss attributable to common stockholder of $2.0 million for the same period in 2025. As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $187.2 million and $189.2 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*.* 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 pros pects. We achieved quarterly net income for the first time during the second quarter of 2025. We expect to continue sustained profitability.

Current wording

Our net income attributable to common stockholders was $2.4 million and $4.4 million for the three and six months ended June 30, 2026, as compared to net income attributable to common stockholders of $0.3 million and net loss of $1.7 million for the same periods in 2025. As of June 30, 2026 and December 31, 2025, we had an accumulated deficit of $184.8 million and $189.2 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*.* 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 pros pects. We achieved quarterly net income for the first time during the second quarter of 2025 and have continued to generate net income for the six months ended June 30, 2026.

Previous wording

Comparison of the three months ended March 31, 2026 and 2025 is as follows:

Current wording

Comparison of the three and six months ended June 30, 2026 and 2025 is as follows:

Previous wording

During the three months ended March 31, 2026, our revenue was earned primarily through sales of our share of natural gas production from the Longanesi field and, to a lesser extent, 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 Renewable Natural Gas (“RNG”) and generate electricity. Cost of revenues from sales of natural gas consists of gas tariffs and royalties, as well as rent expense.

Current wording

During the three and six months ended June 30, 2026, our revenue was earned primarily through sales of our share of natural gas production from the Longanesi field and, to a lesser extent, 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 Renewable Natural Gas (“RNG”) and generate electricity. Cost of revenues from sales of natural gas consists of gas tariffs and royalties, as well as rent expense.

Previous wording

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.

Current wording

General and administrative expenses consist of salaries and benefits, outside professional services including legal, human resources, audit and accounting services, and development stage expenses, as well as costs associated with the implementation and maintenance of financial reporting and enterprise systems. 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.

Previous wording

Interest and other income primarily includes interest earned on cash and cash equivalents. Interest and other income decreased by $0.1 million or 41% to $0.1 during the three months ended March 31, 2026 compared to $0.2 the same period in 2025, primarily due to slightly higher interest earned on larger average cash balances during 2025 period compared to the 2026 period presented.

Current wording

Interest and other income primarily includes interest earned on cash and cash equivalents. Interest and other income decreased by a negligible amount and $0.1 million or 4% and 26% to $0.1 million and $0.3 million during the three and six months ended June 30, 2026 compared to $0.2 million and $0.4 million the same periods in 2025.

Previous wording

The currency translation adjust mentdec reased by $2.2 million for the three months ended March 31, 2026 compared to the same period in 2025. The decrease was primarily driven by fluctuations of the exchange rates between the Euro and the U.S. Dollar as well as the level of our Euro-denominated activities. The spot rate weakened from December 31, 2025 to March 31, 2026, and the average exchange rates were higher during the 2026 period, resulting in negative currency translation adjustments relative to the 2025 period.

Current wording

The currency translation adjust ment decreased by$3.3 million and $5.5 million for the three and six months ended June 30, 2026 compared to the same periods in 2025. The decrease was primarily driven by fluctuations of the exchange rates between the Euro and the U.S. Dollar as well as the level of our Euro-denominated activities. The spot rate weakened from December 31, 2025 to June 30, 2026, and the average exchange rates were higher during the 2026 periods, resulting in negative currency translation adjustments relative to the 2025 periods.

Previous wording

EBITDA is a supplemental non-GAAP financial measure defined as net income (loss) adjusted for interest and other income, income taxes, depreciation, depletion, and amortization. Our definition of Adjusted EBITDA differs from EBITDA because we further adjust non-GAAP EBITDA for stock-based compensation expense and the remeasurement of asset retirement obligation, and other one-off activity, when applicable. The purpose of presenting Adjusted EBITDA is to adjust for items that we do not believe represent the operations of the core business such as transactions expenses, share-based compensation, and other non-recurring costs.

Current wording

EBITDA is a supplemental non-GAAP financial measure defined as net income (loss) adjusted for interest and other income, income taxes, depreciation and depletion. Our definition of Adjusted EBITDA differs from EBITDA because we further adjust non-GAAP EBITDA for stock-based compensation expense and the remeasurement of asset retirement obligations, and other one-off activity, when applicable. The purpose of presenting Adjusted EBITDA is to adjust for items that we do not believe represent the operations of the core business such as transactions expenses, share-based compensation, and other non-recurring costs.

Previous wording

We have begun generating revenue from our operations. We had an accumulated deficit of $187.2 million as of March 31, 2026. We had $31.1 million in unrestricted cash and cash equivalents as of March 31, 2026 and generated cash flows from operations of $2.9 million for the three months ended March 31, 2026. Management believes that existing cash on hand, together with expected cash flows from operations, will be sufficient to meet the Company’s operating expenses and support continued growth for at least the next 12 months.

Current wording

We have begun generating revenue from our operations. We had an accumulated deficit of $184.8 million as of June 30, 2026. We had $32.6 million in unrestricted cash and cash equivalents as of June 30, 2026 and generated cash flows from operations of $7.1 million for the six months ended June 30, 2026. Management believes that existing cash on hand, together with expected cash flows from operations, will be sufficient to meet the Company’s operating expenses and support continued growth for at least the next 12 months.

Previous wording

The following table includes our cash flow data for the three months ended March 31, 2026 and 2025:

Current wording

The following table includes our cash flow data for the six months ended June 30, 2026 and 2025:

Previous wording

Cash used in financing activities during the three months ended March 31, 2026 reflects tax payments made related to net share settlements of PSUs. Cash provided by financing activities during the three months ended March 31, 2025 reflects proceeds from cash exercises of our Public Warrants.

Current wording

Cash used in financing activities during the six months ended June 30, 2026 reflects tax payments made related to net share settlements of PSUs. Cash provided by financing activities during the six months ended June 30, 2025 reflects proceeds from cash exercises of our Public Warrants which did not occur in the current period.

Previous wording

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 March 31, 2026 and December 31, 2025, the total contingent consideration liability was recorded at $27.6 million and $28.2 million, respectively, with $11.3 million and $11.6 million being classified as a short-term and $16.3 million and $16.7 million being classified as a long-term liability for the same respective periods.

Current wording

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, 2026 and December 31, 2025, the total contingent consideration liability was recorded at $27.4 million and $28.2 million, respectively, with $11.8 million and $11.6 million being classified as a short-term and $15.5 million and $16.7 million being classified as a long-term liability for the same respective periods.