|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
AleAnna, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
Tristan Yopp
300 CRESCENT COURT, SUITE 1860
DALLAS, TX, 75201
469-396-2200
300 CRESCENT COURT, SUITE 1860
DALLAS, TX, 75201
469-396-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
02/27/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
C. John Wilder, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,981,821.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A common stock, par value $0.0001 per share, of AleAnna, Inc., a Delaware corporation (f/k/a Swiftmerge Acquisition Corp.) (the "Issuer" and such shares, "Class A Common Stock"), and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C common stock, par value $0.0001 per share, of the Issuer (Class C Common Stock and, together with the Class A Common Stock, the Common Stock) together with 25,994,400 Class C units of Swiftmerge HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of the Issuer (HoldCo and such units, Class C HoldCo Units). The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) The John and Susan Wilder Foundation, to which C. John Wilder, Jr. manages and controls, together with his spouse, Susan Anne Wilder, directly beneficially owns 6,655,470 shares of Class A Common Stock.
(3) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Susan Anne Wilder | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,981,821.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) The John and Susan Wilder Foundation, to which C. John Wilder, Jr. manages and controls, together with his spouse, Susan Anne Wilder, directly beneficially owns 6,655,470 shares of Class A Common Stock.
(3) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
JSW Interests LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
JSW Energy Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
JSW Energy Interests LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Bluescape Resources Investors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Bluescape Resources Company LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
BRC Property Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
BRC-Oxy Marcellus Tax Partnership LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
BRC Exploration Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Nautilus Resources LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,326,351.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 30,331,951 shares of Class A Common Stock and (ii) 25,994,400 shares of Class A Common Stock that the Reporting Persons have the right to acquire within 60 days, in exchange for 25,994,400 shares of Class C Common Stock together with 25,994,400 Class C HoldCo Units. The shares of Class C Common Stock together with the Class C HoldCo Units, and the shares of Class A Common Stock are beneficially owned by Nautilus Resources LLC, which are indirectly beneficially owned by C. John Wilder, Jr. and Susan Anne Wilder, as the managing members of JSW Interests LLC, which is the sole member of JSW Energy Holdings LLC, which is the general partner of JSW Energy Interests LP, which is the sole member of Bluescape Resources Investors LLC, which is the manager of Bluescape Resources Company LLC, which is the general partner of BRC Property Holdings LP, which is the manager of BRC-Oxy Marcellus Tax Partnership LLC, which is the sole member of BRC Exploration Holdings LLC, which is the sole member of Nautilus Resources LLC.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
John and Susan Wilder Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,655,470.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The John and Susan Wilder Foundation, to which C. John Wilder, Jr. manages and controls, together with his spouse, Susan Anne Wilder, directly beneficially owns 6,655,470 shares of Class A Common Stock.
(2) Percentage of Class A Common Stock based on 66,654,281 shares outstanding, including the shares of Class A Common Stock to which the Reporting Persons are entitled to exchange therefor within 60 days upon the exchange of Class C Common Stock together with Class C HoldCo Units, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
AleAnna, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
300 CRESCENT COURT, SUITE 1860, DALLAS,
TEXAS
, 75201. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") relates to shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of AleAnna, Inc., a Delaware corporation (the "Issuer"). This Amendment amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by (i) C. John Wilder, Jr., (ii) Susan Anne Wilder, (iii) JSW Interests LLC, a Delaware limited liability company, (iv) JSW Energy Holdings LLC, a Delaware limited liability company, (v) JSW Energy Interests LP, a Delaware limited partnership, (vi) Bluescape Resources Investors LLC, a Delaware limited liability company, (vii) Bluescape Resources Company LLC, a Delaware limited liability company, (viii) BRC Property Holdings LP, a Delaware limited partnership, (ix) BRC-Oxy Marcellus Tax Partnership LLC, a Delaware limited liability company, (x) BRC Exploration Holdings LLC, a Delaware limited liability company, (xi) Nautilus Resources LLC, a Delaware limited liability company ("Nautilus"), and (xii) the John and Susan Wilder Foundation, a private foundation (the "Foundation"), by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D filed with the SEC. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On February 27, 2026, Nautilus filed a Form 144 with the SEC disclosing its intent to sell up to 325,784 shares of Class A Common Stock as permitted under the volume restrictions of Rule 144(e) under the Securities Act of 1933, as amended. Nautilus intends to sell shares of Class A Common Stock from time-to-time depending on market conditions pursuant to Rule 144. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby supplemented by adding the following:
Between February 27, 2026 and March 3, 2026, Nautilus sold an aggregate of 146,773 shares of Class A Common Stock of the Issuer in multiple open market transactions pursuant to Rule 144 of the Securities Act of 1933, as amended, at the prices set forth below:
Date of Transaction Number of Shares Sold Average Price Per Share Price Range
February 27, 2026 33,176 $3.36 $2.86-$3.50
December 2, 2026 22,224 $3.41 $3.12-$3.68
December 3, 2026 64,698 $3.69 $3.00-$3.995
December 3, 2026 26,675 $4.09 $4.00-$4.27
Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Class A Common Stock, commodity prices, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.
Except as set forth herein, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by such persons with respect to the Issuer, the foregoing is subject to change at any time. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1* Joint Filing Agreement pursuant to Rule 13d-1(k) (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on December 20, 2024 by the Reporting Persons (File No. 005-93179)). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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