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Prospectus Supplement No. 3
(to Prospectus dated April 22, 2025) |
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-284257
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ALEANNA, INC.
11,225,969 Shares of Class A Common Stock Issuable
Upon Exercise of Warrants
This prospectus supplement
updates and supplements the prospectus of AleAnna, Inc., a Delaware corporation (the “Company,” “we,” “us”
or “our”), dated April 22, 2025, which forms a part of our Registration Statement on Form S-1, as amended (Registration No.
333-284257) (the “Prospectus”). This prospectus supplement is being filed to update and supplement the information in the
Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”)
on November 3, 2025. Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement
should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus.
If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information
in this prospectus supplement.
Our Class A common stock,
par value $0.0001 per share (the “Class A common stock”) and the public warrants representing the right to acquire one share
of Class A common stock for $11.50 (the “Public Warrants”), are listed on Nasdaq under the symbols “ANNA,” and
“ANNAW”, respectively. On November 3, 2025, the last reported sales price of the Common Stock was $3.34 per share, and the
last reported sales price of our Public Warrants was $0.1685 per Public Warrant. We are an “emerging growth company” and a
“smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain
reduced public company reporting requirements for this and future filings.
Investing in our Class A common stock and Public
Warrants involves risks that are described in the “Risk Factors” section beginning on page 9 of the Prospectus and under similar
headings in any further amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November
4, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 29, 2025
| ALEANNA, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41164 |
|
98-1582153 |
| (State or other jurisdiction of |
|
(Commission File Number) |
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(IRS Employer |
| incorporation) |
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|
Identification No.) |
300 Crescent Court, Suite 1860
Dallas, Texas |
|
75201 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (469) 398-2200
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share |
|
ANNA |
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The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock |
|
ANNAW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2025, the stockholders
of AleAnna, Inc. (the “Company”) approved the AleAnna, Inc. 2025 Long-Term Incentive Plan (the “2025 Plan”), which
permits the issuance of shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Company pursuant
to future grants of equity-based awards under the 2025 Plan.
Effective as of October 29, 2025
(the “Grant Date”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the
Company granted to certain directors and named executive officers of the Company the following awards under the 2025 Plan, subject to
the provisions of the Form of Director Initial Restricted Stock Unit Agreement (Time Vesting Deferral), Form of Director Initial Restricted
Stock Unit Agreement (Time Vesting No Deferral), Form of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral), Form
of Director Annual Restricted Stock Unit Agreement (Vesting No Deferral), Form of Restricted Stock Unit Agreement (Time Vesting) and Form
of Restricted Stock Unit Agreement (Performance Vesting). The Initial Restricted Stock Unit Awards (the “Initial RSU Awards”),
the Annual Restricted Stock Unit Awards (the “Annual RSU Awards”), the Restricted Stock Unit Award (Time Vesting) (the “RSU
Award”), and the Restricted Stock Unit Awards (Performance Vesting) (the “PRSU Awards”) described in the table below
are subject to the terms and conditions of the 2025 Plan and the form of award agreements, the forms of which are attached as Exhibits
10.1 through 10.6, respectively, to this Current Report on Form 8-K.
| Name and Title | |
Initial RSU Award (1) | | |
Annual RSU Award (2) | | |
RSU Award (3) | | |
PRSU Award (4) | | |
Total | |
| Marco Brun, Chief Executive Officer, Director | |
| - | | |
| - | | |
| - | | |
| 171,332 | | |
| 171,332 | |
| Ivan Ronald, Chief Financial Officer | |
| - | | |
| - | | |
| 39,952 | | |
| 39,952 | | |
| 79,904 | |
| William Dirks, Executive Director | |
| - | | |
| - | | |
| - | | |
| 27,002 | | |
| 27,002 | |
| Graham vant Hoff, Director | |
| 60,533 | | |
| 41,162 | | |
| - | | |
| - | | |
| 101,695 | |
| Duncan Palmer, Director | |
| 60,533 | | |
| 33,898 | | |
| - | | |
| - | | |
| 94,431 | |
| Curtis Herbert, Director | |
| 60,533 | | |
| 33,898 | | |
| - | | |
| - | | |
| 94,431 | |
| (1) | The Initial RSU Awards are subject to a vesting schedule, whereby (i) one-third of the total awarded units
will vest on the first anniversary of the date of grant; (ii) an additional one-third of the total awarded units shall vest on the second
anniversary of the date of grant; and (iii) the remaining awarded units shall vest on the third anniversary of the date of grant; provided
the participant is employed by the Company or a subsidiary on such date. The Company’s directors received Initial RSU Awards pursuant
to the Form of Director Initial Restricted Stock Unit Agreement (Time Vesting Deferral), the form of which is attached as Exhibit 10.1. |
| (2) | The Annual RSU Awards are subject to a vesting schedule, whereby one hundred percent of the awarded units
will vest on the earlier of (i) the one year anniversary of the date of grant, or (ii) the next annual meeting of the stockholders, provided
that such annual meeting of the stockholders occurs at least 52 weeks following the prior annual meeting of the stockholders, and further
provided that the participant is employed by or providing services to the Company or subsidiary on such date. The Company’s directors
received Annual RSU Awards pursuant to the Form of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral), the form of
which is attached as Exhibit 10.3. |
| (3) | The RSU Award is subject to a vesting schedule, whereby (i) one-third of the total awarded units will
vest on the first anniversary of the date of grant; (ii) an additional one-third of the total awarded units shall vest on the second anniversary
of the date of grant; and (iii) the remaining awarded units shall vest on the third anniversary of the date of grant; provided the participant
is employed by the Company or a subsidiary on such date. The Company’s executive received the RSU Award pursuant to the Form of
Restricted Stock Unit Agreement (Time Vesting), the form of which is attached as Exhibit 10.5. |
| (4) | The PRSU Awards will vest based on certain performance milestones set by the Compensation Committee (i)
for Mr. Brun and Mr. Dirks, over a period commencing on January 1, 2025 to December 31, 2025, and (ii) for Mr. Ronald, over a period commencing
on October 29, 2025 through June 30, 2026 (collectively, the “Performance Periods”). The PRSU Awards will vest on the date
the Compensation Committee determines the applicable performance milestone has been satisfied (which date shall be after the end of the
applicable Performance Period); provided the participant is employed by the Company or a subsidiary on such date. The Company’s
executives received PRSU Awards pursuant to the Form of Restricted Stock Unit Agreement (Performance Vesting), the form of which is attached
as Exhibit 10.6. |
A description of the material
terms and conditions of the 2025 Plan was previously reported in the Company’s Definitive Proxy Statement on Schedule 14A filed
with the U.S. Securities and Exchange Commission on April 29, 2025, under the heading “Proposal No. 3 - Approval and Adoption of
the AleAnna, Inc. 2025 Long-Term Incentive Plan” and is incorporated herein by reference. The foregoing is qualified in its entirety
by reference to the full text of the 2025 Plan, a copy of which is attached as Exhibit 10.7 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
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Form of Director Initial Restricted Stock Unit Agreement (Time Vesting Deferral). |
| 10.2 |
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Form of Director Initial Restricted Stock Unit Agreement (Time Vesting No Deferral). |
| 10.3 |
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Form of Director Annual Restricted Stock Unit Agreement (Time Vesting Deferral). |
| 10.4 |
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Form of Director Annual Restricted Stock Unit Agreement (Time Vesting No Deferral). |
| 10.5 |
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Form of Restricted Stock Unit Agreement (Time Vesting). |
| 10.6 |
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Form of Restricted Stock Unit Agreement (Performance Vesting). |
| 10.7 |
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Aleanna Inc. 2025 Long-Term Incentive Plan (Incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-41164), filed with the Securities and Exchange Commission on April 29, 2025). |
| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| Date: November 3, 2025 |
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AleAnna, Inc. |
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By: |
/s/ Ivan Ronald |
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Name: |
Ivan Ronald |
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Title: |
Chief Financial Officer |
