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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):
March 12, 2026
| ALEANNA, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41164 |
|
98-1582153 |
| (State or other jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer |
| incorporation) |
|
|
|
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):
| |
☐ |
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) |
| |
|
|
| |
☐ |
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 |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock |
|
ANNAW |
|
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 7.01 Regulation FD Disclosure.
On March 12, 2026,
AleAnna, Inc. (the “Company”) issued a press release announcing its proved reserve data as of year ended December 31, 2025.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information included in
this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, issued March 12, 2026 (furnished pursuant to Item 7.01). |
| 104 |
|
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: March 12, 2026 |
|
| |
|
| |
AleAnna, Inc. |
| |
|
|
| |
By: |
/s/ Ivan Ronald |
| |
|
Name: |
Ivan Ronald |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
AleAnna, Inc. Announces Significant Increase
in Proved Reserves Volumes
Year-End 2025 Third-Party Reserves Report from
DeGolyer and MacNaughton Boosts Total Proved Reserves by 47% vs Year-End 2024
| ● | AleAnna’s year-end 2025 reserve report from DeGolyer
and MacNaughton (“D&M”) shows Total Proved Reserves of 25.8 Bcf, a 47% increase over year-end 2024 (after subtracting
2025 production volumes) |
| ● | Year-end Total Proved Reserves increased 37% at Longanesi and 75% at Gradizza. Proved Developed Producing
reserves were recognized for the first time at Longanesi, and Total Proved Reserves were recognized at Trava for the first time |
| ● | Similar increases to AleAnna’s undeveloped Prospective Resource are expected, and the Company will
issue another statement on that subject in the near future |
Dallas, TX and Milan, IT -
March 12, 2026 - AleAnna, Inc. (“AleAnna” or the “Company”) (Nasdaq:
ANNA) is pleased to announce the receipt of its final year-end 2025 reserves report from D&M, which contains a material increase to
Total Proved Reserves and the productive lifespan of Longanesi field, and also to Total Proved Reserves at the Gradizza and Trava fields.
Extensive New Technical Studies Strongly
Support Increases to Proved Reserves and Prospective Resources Throughout AleAnna’s Po Valley Assets
In early and mid-2025 AleAnna’s technical
experts completed significant updates to its reservoir and resource evaluation models across the Po Valley. Preliminary internal results
indicate the presence of additional, previously unevaluated pays, known as Thin-Bed Turbidites, in the Longanesi, Trava, and Gradizza
fields. As a result, AleAnna engaged D&M to conduct an independent Thin-bed pay analysis for all three fields using advanced log interpretation
techniques and software. In its report to AleAnna, D&M concluded that all of the wells drilled to date contain significant amounts
of Thin-Bed Turbidites, allowing it to increase its gas-in-place and recoverable gas estimates for all three fields.
AleAnna also commissioned D&M to update its
Reserves report using encouraging Longanesi production data and reservoir performance from 2025. The results of this analysis allowed
D&M to promote a certain amount of reserves from the Probable category at year-end 2024 to the Proved category at year-end 2025, a
positive development in terms of future recoverable reserves.
According to both AleAnna internal and D&M
studies, the presence of Thin-bed Turbidites throughout the Po Valley basin is now recognized, and based upon thicker pay columns and
good early performance of Turbidite reservoirs at Longanesi, similar increases to resource estimates for the Company’s development
portfolio can be expected. AleAnna will provide an update to its Po Valley development program and further discuss this positive development
in the near future.
Management Commentary
Marco Brun, Chief Executive Officer, commented:
“We are pleased to announce the receipt
of our final year-end 2025 reserves report from DeGolyer and MacNaughton, confirming a substantial increase in our proved reserves base.
As a result, Total Proved Reserves at year-end
2025 increased by 47% compared to year-end 2024, after accounting for 2025 production. This meaningful growth underscores the long-term
value of our portfolio and the effectiveness of our disciplined technical and operational approach.
We believe this significant reserves increase
strengthens our asset base, enhances future production visibility, and further positions the Company for sustainable growth.”
About AleAnna
AleAnna is a technology-driven energy company
focused on bringing sustainability and new supplies of low-carbon natural gas and RNG to Italy, aligning traditional energy operations
with renewable solutions, with developments like the Longanesi field leading the way in supporting a responsible energy transition. With
three conventional gas discoveries in Italy already made and fourteen new natural gas exploration projects planned this decade, AleAnna
plays a pivotal role in Italy’s energy transition. Italy’s extensive infrastructure, featuring 33,000 kilometers of gas pipelines,
three major gas storage facilities, and a strong base of existing RNG facilities, aligns with AleAnna’s commitment to sustainability.
AleAnna’s RNG projects’ portfolio includes three plants under development and almost 100 projects representing approximately
€1.1 billion potential investment in the next few years. AleAnna operates regional headquarters in Dallas, Texas, and Rome, Italy.
Forward-Looking Statements
The information included herein contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Certain statements, other than statements of present or historical fact included herein regarding AleAnna’s
future operations, financial position, plans and objectives are forward-looking statements. When used herein, including any statements
made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” and other similar
expressions are forward-looking statements. However, not all forward-looking statements contain such identifying words. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on AleAnna’s current
beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of AleAnna’s control. AleAnna’s actual results and
financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements, which speak only as of the date made. Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the forward-looking statements include, but are not limited to, those under “Risk
Factors” in AleAnna’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025,
as updated by the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November
12, 2025, as well as general economic conditions; AleAnna’s need for additional capital; risks associated with the growth of AleAnna’s
business; and changes in the regulatory environment in which AleAnna operates.
Reserve engineering is a process of estimating
underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends
on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition,
the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant,
such revisions would change the schedule of any further production and our development program. Accordingly, reserve estimates may differ
significantly from the quantities of natural gas, NGLs and oil that are ultimately recovered.
Additional information concerning these and other
factors that may impact AleAnna’s expectations and projections can be found in filings it makes with the SEC, and other documents
filed or to be filed with the SEC by AleAnna. SEC filings are available on the SEC’s website at www.sec.gov.
Except as otherwise required by applicable law, AleAnna disclaims any duty to update any forward-looking statements, all expressly qualified
by the statements in this section, to reflect events or circumstances after the date hereof.
Investor Relations Contact
Ivan Ronald
ironald@aleannagroup.com
Website
https://www.aleannainc.com/