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)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer
Identification Number) |
(Address of principal executive offices)
(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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 11, 2026,
Table of Contents
i
PART I — FINANCIAL INFORMATION
ALEANNA, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF MARCH 31, 2026 AND DECEMBER 31, 2025
| Footnote Reference | March 31, 2026 | December 31, 2025 | ||||||||||
| 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 $ | 2 | |||||||||||
| Renewable natural gas properties, net of accumulated depreciation of $ | 2 | |||||||||||
| Value-added tax refund receivable | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Total Non-current Assets | ||||||||||||
| Total Assets | $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current Liabilities: | ||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||
| Income tax payable | ||||||||||||
| Lease liability, short-term | ||||||||||||
| Contingent consideration liability, short-term | ||||||||||||
| Total Current Liabilities | ||||||||||||
| Non-current Liabilities: | ||||||||||||
| Asset retirement obligation | 8 | |||||||||||
| Deferred tax liability | ||||||||||||
| Lease liability, long-term | ||||||||||||
| Contingent consideration liability, long-term | ||||||||||||
| Total Non-current Liabilities | ||||||||||||
| Total Liabilities | ||||||||||||
| Commitments and Contingencies | 3 | |||||||||||
| 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.
1
ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025
| Footnote Reference | For
the Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Revenues | 7 | $ | $ | ||||||||
| Operating expenses (income): | |||||||||||
| Cost of revenues | |||||||||||
| Lease operating expense | |||||||||||
| General and administrative | |||||||||||
| Depreciation and depletion | 2 | ||||||||||
| Accretion and remeasurement of asset retirement obligation | 8 | ( | ) | ||||||||
| Total operating expenses | |||||||||||
| Operating income (loss) | ( | ) | |||||||||
| Other income: | |||||||||||
| Interest and other income | |||||||||||
| Total other income | |||||||||||
| Income (loss) before income taxes | ( | ) | |||||||||
| Income tax (expense) benefit | 5 | ( | ) | ||||||||
| Net income (loss) | ( | ) | |||||||||
| Net (income) loss attributable to noncontrolling interests | ( | ) | |||||||||
| Net income (loss) attributable to Class A Common stockholders or holders of Common Member Units | $ | $ | ( | ) | |||||||
| Other comprehensive (loss) income | |||||||||||
| Currency translation adjustment | $ | ( | ) | $ | |||||||
| Comprehensive income (loss) | ( | ) | |||||||||
| Comprehensive (income) loss 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 income (loss) per share of Class A Common Stock, basic and diluted | 6 | $ | $ | ( | ) | ||||||
The accompanying notes are an integral part of these financial statements.
2
ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025
| Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Class A | Class C | Additional | Accumulated other | Total | ||||||||||||||||||||||||||||||||
| Common Stock | Amount | Common Stock | Amount | paid-in
capital | Accumulated deficit | comprehensive income (loss) | Noncontrolling interest | Stockholders’ Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 (audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlements of equity awards | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Class A | Class C | Additional | Accumulated | Total | ||||||||||||||||||||||||||||||||
| Common Stock | Amount | Common Stock | Amount | paid-in
capital | Accumulated deficit | other comprehensive loss | Noncontrolling interest | Stockholders’ Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 (audited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Exercises of warrants | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
3
ALEANNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025
| Footnote Reference | For the Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | |||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation, depletion, and amortization | 2 | |||||||||||
| Accretion and remeasurement of asset retirement obligation | 8 | ( | ) | |||||||||
| Share based compensation | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Prepaid expenses and other assets | ( | ) | ||||||||||
| Value-added tax refund receivable | ( | ) | ||||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||||||
| Income tax payable | 5 | |||||||||||
| Change in operating lease liability | ( | ) | ||||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||||||
| Cash flows from investing activities | ||||||||||||
| Additions to renewable natural gas properties | 2 | ( | ) | ( | ) | |||||||
| Additions to conventional natural gas properties | 2 | ( | ) | ( | ) | |||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from exercises of warrants | ||||||||||||
| Payments for taxes related to net share settlement of equity awards | ( | ) | ||||||||||
| Net cash (used in) 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 | $ | $ | ||||||||||
| Supplemental disclosures: | ||||||||||||
| Decrease in right-of-use assets resulting from contract modification | ||||||||||||
| Decrease in operating lease liabilities resulting from contract modification | ||||||||||||
The accompanying notes are an integral part of these financial statements.
4
ALEANNA, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 2026
NOTE 1 – Business Overview and Basis of Presentation
AleAnna, Inc. (together with its subsidiaries, the “Company” or “AleAnna”), a Delaware corporation, was formed on
Business Combination
On December 13, 2024 (the “Closing Date”), AleAnna consummated its business combination 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 and AleAnna Energy, LLC, a Delaware limited liability company (the “Merger”). Immediately upon the completion of the Business Combination, Swiftmerge was renamed to AleAnna, Inc.
AleAnna is a holding company and its organizational structure is commonly referred to as an umbrella partnership C corporation (or “Up-C”) structure, it is dependent upon distributions from HoldCo to pay taxes, and cover its corporate and other overhead expenses. AleAnna is the sole manager of and controls Holdco.
Prior to the Business Combination, and up to the Closing Date, Swiftmerge was a special purpose acquisition company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
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 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 2025. The Company began recognizing revenue and related expenses, including depreciation and depletion, associated with Longanesi production in 2025.
5
Renewable Natural Gas (“RNG”)
In 2023, 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.
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 condensed consolidated 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, 2025 (“2025 Form 10-K”). Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.
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, 2025.
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.
| For the three months ended March 31, | ||||
| 2026 | ||||
| Beginning of period: | ||||
| Cash and cash equivalents | $ | |||
| Restricted cash | ||||
| $ | ||||
| End of period: | ||||
| Cash and cash equivalents | $ | |||
| Restricted cash | ||||
| $ | ||||
Balances as of December 31, 2024 and March 31, 2025 of $
6
Accounting Changes Not Yet Adopted
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 November 2025, the FASB issued ASU 2025-11 to improve navigability and clarify the application of the guidance in ASC 270. The guidance lists the interim disclosures required under U.S. GAAP as well as establishes a disclosure principle. The new disclosure principle requires entities to disclose events or changes that have occurred since the end of the previous annual reporting period and have a material impact on the entity. The Company is currently evaluating the effect the updated guidance will have on the Company’s financial statement disclosures. These amendments are effective for interim reporting periods beginning after December 15, 2027 with early adoption allowed.
NOTE 2 – NATURAL GAS PROPERTIES
Conventional Natural Gas Properties
| March 31, 2026 | December 31, 2025 | |||||||
| Natural gas properties | $ | $ | ||||||
| Less: Accumulated impairment | ( | ) | ( | ) | ||||
| Less: Accumulated depreciation and depletion | ( | ) | ( | ) | ||||
| Natural gas and other properties, net | $ | $ | ||||||
Asset additions during the three months ended March 31, 2026 and 2025 primarily related to the construction of the Longanesi processing facility. There were no exploratory wells drilled and there were capitalized exploratory well costs incurred during the three months ended March 31, 2026 or March 31, 2025.The company recorded impairment of natural gas properties during the three months ended March 31, 2026 or March 31, 2025. The change in accumulated impairment relates to the effects of foreign currency translation adjustments. During the three months ended March 31, 2026 conventional natural gas properties were negatively impacted by the effects of foreign currency translation of approximately $
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 $
7
Renewable Natural Gas Properties
| March 31, 2026 | December 31, 2025 | |||||||
| Renewable natural gas properties | $ | $ | ||||||
| Less: Accumulated depreciation and depletion | ( | ) | ( | ) | ||||
| Renewable natural gas properties, net | $ | $ | ||||||
During the three months ended March 31, 2026 renewable natural gas properties were negatively impacted by the effects of foreign currency translation of approximately $
During the three months ended March 31, 2026 and March 31, 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 March 31, 2026 the Company had $
NOTE 3 – COMMITMENTS AND CONTINGENCIES
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. 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 There were material changes to the Company’s commitments and contingencies during the three months ended March 31, 2026.
NOTE 4 –STOCK BASED COMPENSATION
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.
RSU’s are granted to certain employees and non-employee directors. The company has different classes of RSU’s. Generally, RSU’s vest one-third each year over a three-year vesting schedule following the grant date, subject to the holder’s continuous service requirement. Annual RSU’s generally vest upon the earliest of the one year anniversary of the grant date or the next annual meeting of the stockholders, provided that such annual meeting occurs at least 52 weeks following the prior annual meeting of the stockholders, and subject to the holder’s continuous service on such date. RSU’s may be settled in cash or shares of common stock or a combination thereof at the sole discretion of the Company.
PSU’s are granted to certain employees at no cost to the recipient and are subject to vesting based on achieving certain performance metrics. Outstanding PSU’s may be settled in cash or shares of common stock or a combination thereof at the sole discretion of the Company. Holders of PSU’s have no right to vote the shares represented by the units until vested and settled.
The Company recognized stock-based compensation expense, which is included in General and administrative expense on the Company’s condensed consolidated statement of operations, of less than $
8
On April 13, 2026, the Compensation Committee granted various awards under the 2025 Long-Term Incentive Plan totaling approximately
Restricted Stock Units
During the three months ended March 31, 2026, the fair value of both RSU’s and Annual RSU’s was $
Performance Stock Units (“PSU’s”)
| Number of Shares of PSUs | ||||
| Unvested as of December 31, 2025 | ||||
| Granted | ||||
| Vested (1) | ( | ) | ||
| Forfeited | ( | ) | ||
| Unvested as of March 31, 2026 | ||||
| (1) |
During the three months ended March 31, 2026, the fair value of PSUs with a performance-based condition was $
NOTE 5 – INCOME TAXES
As of March 31, 2026 and December 31, 2025, AleAnna, Inc. held
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 March 31, 2026 and December 31, 2025. 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 March 31, 2026 and December 31, 2025, a full valuation allowance was applied against the deferred tax assets.
9
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.
After consideration of all available positive and negative evidence, the Company maintained a full valuation allowance against its deferred tax assets as of March 31, 2026 and December 31, 2025. While the Longanesi field commenced production during the second quarter of 2025, 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 March 31, 2026 and December 31, 2025.
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 March 31, 2026 and December 31, 2025, the Company had 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 6 – INCOME (LOSS) PER SHARE
For the three months ended March 31, 2026 and 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 months ended March 31, 2026 and 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 is the same.
10
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 is as follows:
| Three months ended March 31, | ||||||||
| 2026 | 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 | $ | $ | ( | ) | ||||
The below shares have been excluded from the computation of diluted per share amounts because their effect would have been anti-dilutive as of March 31, 2026:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Performance Stock Units | ||||||||
| Restricted Stock Units | ||||||||
| Public Warrants | ||||||||
| Class C Common Shares | ||||||||
| Total shares excluded | ||||||||
There were outstanding Performance Stock Units or Restricted Stock Units during the three months ended March 31, 2025.
NOTE 7 – SEGMENT REPORTING
During the first half 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 reportable segment. As a result, 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. | |
| ● | 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.
11
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 March 31, 2026 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenues | ||||||||||||
| Lease operating expense | ||||||||||||
| Segment general and administrative | ||||||||||||
| Depreciation and depletion | ||||||||||||
| Accretion and remeasurement 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 | $ | |||||||||||
| Three months ended March 31, 2025 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenues | ||||||||||||
| 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 | $ | |||||||||||
12
NOTE 8 – ASSET RETIREMENT OBLIGATION
During the three months ended March 31, 2026, the Company updated the assumptions underlying the measurement of its Asset Retirement Obligations (“AROs”) to reflect revised cost and timing estimates for the retirement activities at each site. The effect of the revisions was a net decrease in the aggregate ARO liability of approximately $
| ● | Downward revisions (site-by-site) were discounted using the credit-adjusted risk-free rate(s) that existed when the related ARO layer was originally recognized. | |
| ● | Upward revision was discounted using the current credit-adjusted risk-free rate and treated as a new layer of the liability. | |
| ● | Where a downward revision in the ARO exceeded the remaining unamortized Asset Retirement Cost (“ARC”) historically capitalized to the underlying asset, the ARC was reduced to zero, and the excess was recognized as a credit to the income statement. Where the revision was absorbed within the remaining ARC, the corresponding reduction was recorded as an adjustment to the capitalized ARC and will be reflected prospectively. |
The revision reflects updated cost estimates for site restoration and, for certain wells, changes in the expected scope and timing of decommissioning activities based on the latest technical assessments.
The following table presents a reconciliation of the beginning and ending carrying amounts of the Company’s asset retirement obligations included in non-current liabilities in the Condensed Consolidated Balance Sheets.
| March 31, 2026 | ||||
| Balance January 1 | $ | |||
| Accretion | ||||
| Change in timing and amount of restoration activities | ( | ) | ||
| Ending balance | $ | |||
NOTE 9 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 14, 2026, the date that the financial statements were issued.
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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, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements that involve substantial risks and uncertainties within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding the Company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| ● | the Company’s financial conditions and results of operations; |
| ● | the development of our estimated proved undeveloped reserves; |
| ● | the Company’s reserves estimates; |
| ● | the timing of acquisition, financing, construction and development of new projects; |
| ● | the Company’s ability to raise financing in the future; |
| ● | changes in public acceptance and support of renewable energy development and projects; |
| ● | the company’s ability to obtain necessary regulatory and governmental permits and approvals; |
| ● | the effects of competition; |
| ● | the Company’s ability to identify, acquire, develop and operate renewable natural gas facilities; |
| ● | governmental incentives for renewable energy generation; |
| ● | the demand for renewable energy not being sustained; |
| ● | political, economic and other uncertainties, including those related to the European Union’s (“EU”) clean energy transition; |
| ● | changes in environmental laws and regulations; |
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| ● | disruptions in the supply chain, fluctuation in price of product inputs, and market conditions and global and economic factors beyond the Company’s control; |
| ● | the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors; |
| ● | the effect of legal, tax and regulatory changes; and |
| ● | we may be subject to liabilities and losses that may not be covered by insurance. |
For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in forward-looking statements, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
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 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.
In 2023, 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 (“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.
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 income (loss).
Recent Developments
Gradizza Concession – Regional Intesa Approval
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.
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.
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 March 31, 2026. The collateral may be used to satisfy the contingent consideration liability as payments become due.
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.
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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 2026 and early 2027.
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.
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.
Revenue
During the three 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.
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 of 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 consists of gas tariffs and royalties, as well as rent expense related to the conventional gas business, and biofeedstock purchased by the RNG Subsidiaries. This feedstock fuels the anaerobic digesters (“ADs”), which produce natural gas that is then converted to electricity and sold onto the grid.
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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, Padana, and include accrued royalties payable to the Italian government, pipeline fees, repairs and maintenance, and other field-related costs.
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 March 31, 2026 and as of December 31, 2025.
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.
Operations
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 prospects. We achieved quarterly net income for the first time during the second quarter of 2025. We expect to continue sustained profitability.
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Results of Operations
Comparison of the three months ended March 31, 2026 and 2025 is as follows:
| For the Three Months Ended March 31, | Dollar | Percentage | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Revenues | $ | 9,343,517 | $ | 644,600 | $ | 8,698,917 | 1350 | % | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | $ | 1,550,995 | $ | 838,395 | $ | 712,600 | 85 | % | ||||||||
| Lease operating expense | 1,315,104 | - | 1,315,104 | NM | ||||||||||||
| General and administrative | 2,215,573 | 3,324,845 | (1,109,272 | ) | -33 | % | ||||||||||
| Depreciation and depletion | 1,178,452 | 73,106 | 1,105,346 | 1512 | % | |||||||||||
| Accretion and remeasurement of asset retirement obligation | (613,688 | ) | 33,505 | (647,193 | ) | -1932 | % | |||||||||
| Total operating expenses | 5,646,436 | 4,269,851 | 1,376,585 | 32 | % | |||||||||||
| Operating income (loss) | 3,697,081 | (3,625,251 | ) | 7,322,332 | 202 | % | ||||||||||
| Other income: | ||||||||||||||||
| Interest and other income | 139,837 | 237,605 | (97,768 | ) | -41 | % | ||||||||||
| Total other income | 139,837 | 237,605 | (97,768 | ) | -41 | % | ||||||||||
| Income (loss) before income taxes | 3,836,918 | (3,387,646 | ) | 7,224,564 | 213 | % | ||||||||||
| Income tax (expense) benefit | (437,397 | ) | 48,276 | (485,673 | ) | 1006 | % | |||||||||
| Net income (loss) | 3,399,521 | (3,339,370 | ) | 6,738,891 | 202 | % | ||||||||||
| Net (income) loss attributable to noncontrolling interests | (1,325,652 | ) | 1,333,231 | (2,658,883 | ) | 199 | % | |||||||||
| Net income (loss) attributable to Class A Common stockholders or holders of Common Member Units | $ | 2,073,869 | $ | (2,006,139 | ) | $ | 4,080,008 | 203 | % | |||||||
| Other comprehensive (loss) income | ||||||||||||||||
| Currency translation adjustment | (1,071,653 | ) | 1,139,303 | (2,210,956 | ) | -194 | % | |||||||||
| Comprehensive income (loss) | 2,327,868 | (2,200,067 | ) | 4,527,935 | 206 | % | ||||||||||
| Comprehensive income attributable to noncontrolling interests | (907,095 | ) | 1,333,231 | (2,240,326 | ) | 168 | % | |||||||||
| Total comprehensive income (loss) attributable to Class A Common stockholders | $ | 1,420,773 | $ | (866,836 | ) | $ | 2,287,609 | 264 | % | |||||||
Revenues and Cost of Revenues
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.
Total revenues increased by $8.7 million, or 1350%, for the three months ended March 31, 2026 to $9.3 million compared to $0.7 million for the three months ended March 31, 2025, primarily driven by sustained production at the five wells in the Longanesi field, which began production in 2025. Cost of revenues increased by $0.7 million, or 85% to $1.6 million for the three months ended March 31, 2026, compared to $0.8 million for the three months ended March 31, 2025, primarily driven by increased production costs from the Longanesi field.
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Lease Operating Expenses
Lease operating expense was $1.3 million for the three months ended March 31, 2026 due to the lease of the temporary facility used in the Longanesi field. We did not incur any lease operating expense for the three months ended March 31, 2025.
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 decreased by $1.1 million or 33% for the three months ended March 31, 2026, compared to same period in 2025. The decrease was primarily due to decreases in legal, audit and consulting fees.
Depreciation and Depletion
Depreciation and depletion increased by $1.1 million, or 1512% to $1.2 million for the three months ended March 31, 2026, compared to $0.1 million for the three months ended March 31, 2025. As of March 31, 2025, the Longanesi field had not commenced production.
Accretion and remeasurement of asset retirement obligation
The decrease in expense from the prior-year period is primarily due to favorable income statement impact of $0.6 million from a downward remeasurement of the ARO based on revised technical assessments of decommissioning cost and timing for certain wells. See Note 8 to the condensed consolidated financial statements for further details.
Interest and Other Income
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.
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 decreased 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.
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Non-GAAP Financial Measures
In addition to amounts presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we also present certain supplemental non-GAAP financial measures. We believe that the presentation of non-GAAP financial measures provides both management and investors with a greater understanding of our operating results and trends in addition to the results measured in accordance with GAAP and provides greater comparability across time periods. These measures should not be considered a substitute to GAAP basis measures, nor should they be viewed as a substitute for operating results determined in accordance with GAAP. The non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures used by other companies. In compliance with GAAP, our non-GAAP measures are reconciled to net income, the most directly comparable GAAP performance measure.
EBITDA and Adjusted EBITDA
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.
The following table is a reconciliation of net income to EBITDA and Adjusted EBITDA:
| Three
Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net Income (loss) | $ | 3,399,521 | $ | (3,339,370 | ) | |||
| Add (deduct): | ||||||||
| Interest and other income | (139,837 | ) | (237,605 | ) | ||||
| Tax expense | 437,397 | (48,276 | ) | |||||
| Depreciation, depletion and amortization | 1,178,452 | 73,106 | ||||||
| EBITDA | $ | 4,875,533 | $ | (3,552,145 | ) | |||
| Add (deduct): | ||||||||
| Remeasurement of asset retirement obligation | (646,924 | ) | - | |||||
| Stock compensation expense | 51,031 | - | ||||||
| Adjusted EBITDA | $ | 4,279,640 | $ | (3,552,145 | ) | |||
Segment Results
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 March 31, 2026, 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 Chief Executive Officer—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. |
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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 does 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 months ended March 31, 2026 reflect the revenue and expense categories noted above in the consolidated Results of Operations. For the three months ended March 31, 2025, the Company had minimal revenues, RNG assets, and 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 March 31, 2026 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | 8,921,637 | $ | 421,880 | $ | 9,343,517 | ||||||
| Less: | ||||||||||||
| Cost of revenues | 1,085,446 | 465,549 | 1,550,995 | |||||||||
| Lease operating expense | 1,315,104 | - | 1,315,104 | |||||||||
| Segment general and administrative | 899,340 | 437,036 | 1,336,376 | |||||||||
| Accretion and remeasurement of asset retirement obligation | (613,688 | ) | - | (613,688 | ) | |||||||
| Segment EBITDA (Non-GAAP) | $ | 6,235,435 | $ | (480,705 | ) | $ | 5,754,730 | |||||
| Less: Corporate general and administrative (excluding stock compensation expense) | - | - | 828,166 | |||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 6,235,435 | $ | (480,705 | ) | $ | 4,926,564 | |||||
| Reconciling items: | ||||||||||||
| Depreciation and depletion | 1,084,234 | 94,218 | 1,178,452 | |||||||||
| Segment operating income (loss) | $ | 5,151,201 | $ | (574,923 | ) | $ | 4,576,278 | |||||
| Reconciling items: | ||||||||||||
| Less: Corporate general and administrative (excluding stock compensation expense) | $ | 828,166 | ||||||||||
| Stock compensation expense | 51,031 | |||||||||||
| Interest and other income | 139,837 | |||||||||||
| Income (loss) before income taxes | $ | 3,836,918 | ||||||||||
| Segment assets | $ | 70,328,095 | $ | 13,837,672 | $ | 84,165,767 | ||||||
| Corporate and other assets | 17,193,734 | |||||||||||
| Total assets | $ | 101,359,501 | ||||||||||
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| Three months ended March 31, 2025 | ||||||||||||
| Conventional | Renewable | Total | ||||||||||
| Revenues | $ | - | $ | 644,600 | $ | 644,600 | ||||||
| Less: | ||||||||||||
| Cost of revenues | - | 838,395 | 838,395 | |||||||||
| Segment general and administrative | 686,781 | 1,014,503 | 1,701,284 | |||||||||
| Accretion of asset retirement obligation | 33,505 | - | 33,505 | |||||||||
| Segment EBITDA (Non-GAAP) | $ | (720,286 | ) | $ | (1,208,298 | ) | $ | (1,928,584 | ) | |||
| Less: Corporate general and administrative (excluding stock compensation expense) | - | - | 1,623,561 | |||||||||
| Segment Adjusted EBITDA (Non-GAAP) | $ | (720,286 | ) | $ | (1,208,298 | ) | $ | (1,928,584 | ) | |||
| Reconciling items: | ||||||||||||
| Depreciation and depletion | - | 73,106 | 73,106 | |||||||||
| Segment operating loss | $ | (720,286 | ) | $ | (1,281,404 | ) | $ | (2,001,690 | ) | |||
| Reconciling items: | ||||||||||||
| Less: Corporate general and administrative (excluding stock compensation expense) | $ | 1,623,561 | ||||||||||
| Interest and other income | 237,605 | |||||||||||
| Loss before income taxes | $ | (3,387,646 | ) | |||||||||
| Segment assets | $ | 46,270,570 | $ | 15,805,979 | $ | 62,076,549 | ||||||
| Corporate and other assets | 19,915,142 | |||||||||||
| Total assets | $ | 81,991,691 | ||||||||||
Liquidity, Capital Resources and Operations
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.
The Company’s continuing operations, as intended, are dependent upon its ability to generate cash flows or obtain additional financing. 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. The current high-interest rate environment adds additional risk and expense to the issuance of debt securities or loan arrangements to fund capital investment. 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 three months ended March 31, 2026 and 2025:
| 2026 | 2025 | |||||||
| Consolidated Statement of Cash Flows Data: | ||||||||
| Net cash provided by (used in) operating activities | $ | 2,899,458 | $ | (1,859,544 | ) | |||
| Net cash used in investing activities | $ | (2,969,305 | ) | $ | (1,219,315 | ) | ||
| Net cash provided by (used in) financing activities | $ | (347,223 | ) | $ | 276,253 | |||
Cash flows from operating activities
Cash generated in operating activities increased by $4.8 million for the three months ended March 31, 2026, compared to the same period in 2025. This increase primarily reflects cash revenues from the Longanesi field, collections on electricity sales receivable from RNG plants, and the timing of payments of accounts payable during the three months ended March 31, 2026 compared to the same period in 2025.
Cash flows from investing activities
Cash used in investing activities increased by $1.7 million for the three months ended March 31, 2026, compared to the same period in 2025. In both periods, investing cash flows primarily reflected continued development of the Longanesi wells.
Cash flows from financing activities
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.
Contractual Obligations and Other Commitments
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 March 31, 2026. The cash collateral may be used to satisfy the contingent consideration liability as payments become due.
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.
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 2026.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide this information.
Item 4. 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 March 31, 2026. 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, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026.
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, 2025. 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 March 31, 2026.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
To our knowledge, we do not have any claims, lawsuits or proceedings currently pending against us, individually or in the aggregate. However, from time to time, we may be subject to various claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. We recognize provisions for claims or pending litigation when we determine that an un-favorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.
Item 1A. Risk Factors
There
were no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2025. For more information concerning our risk factors, please refer to “Part I, Item 1A. Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other information
Item 6. Exhibits
The exhibits listed below are filed as a part of this report or incorporated herein by reference.
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| May 14, 2026 | AleAnna, Inc. | ||
| By: | /s/ Ivan Ronald | ||
| Name: | Ivan Ronald | ||
| Title: | Chief Financial Officer | ||
| By: | /s/ Manfredo Bucciol | ||
| Name: | Manfredo Bucciol | ||
| Title: | Chief Accounting Officer | ||
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