Merger and Corporate Structure - The merger between Corvex, Inc. and Corvex Legacy Holdings, Inc. was completed on March 19, 2026, with Corvex OpCo becoming a wholly owned subsidiary[28]. - The company issued 240.562 shares of Series B Convertible Preferred Stock, representing 19.9% of the outstanding shares of common stock prior to the merger[29]. - The merger with Movano is anticipated to provide significant benefits, although realizing these benefits may disrupt existing operations[96]. - The conversion of Series C and Series D Preferred Stock into common stock could result in the issuance of up to 53,778,572 shares, leading to dilution for existing common stockholders[104]. AI Cloud Computing Business - The AI cloud computing business focuses on GPU-accelerated infrastructure for AI workloads, aiming to become a trusted partner for AI model training and inference[31]. - The AI cloud computing business generated revenue of $4.9 million for the nine months ended September 30, 2025[105]. - The company plans to expand its AI infrastructure capacity and manage rising input and operating costs, including increases in server and GPU prices[107]. - AI service demand continues to grow, but future compute capacity needs are uncertain, potentially impacting revenue and profitability[142]. - The company is focused on acquiring customers in high-performance computing sectors, including AI and machine learning, to drive future growth[141]. Product Development and Regulatory Compliance - The company is developing a Token Factory to provide access to premium open-source AI models, expected to improve performance and reduce inference costs[34]. - The Company received FDA 510(k) clearance for the pulse oximetry feature in its Medical Ring, enabling applications in clinical trials and remote patient monitoring[58]. - The Medical Ring is one of the first patient wearables with FDA clearance on the entire system, enhancing brand trust and loyalty[58]. - The Company is developing a patented System-on-a-Chip (SoC) for blood pressure and CGM systems, aiming for a Class II FDA-cleared wearable device[59]. - The Company must comply with extensive FDA regulations governing the development, testing, and marketing of medical devices[70]. Customer Base and Revenue Dependence - The company serves a broad range of industries, with a significant portion of its customer base in technology, healthcare, and financial sectors[44]. - A substantial portion of revenue is driven by a limited number of customers, and losing one could significantly impact financial results[90]. - For the year ended December 31, 2025, three customers accounted for approximately 32%, 19%, and 16% of the company's unaudited revenue, indicating a significant reliance on a limited customer base[130]. - The company anticipates continued revenue dependence on a limited number of customers, which may increase in the future, posing risks if demand from these customers declines[131]. Operational Challenges and Risks - The company faces risks related to a limited number of suppliers for significant components, which could adversely affect operations[90]. - The company is experiencing increased costs and volatility in the global energy market, which may affect financial forecasting and operational results[122]. - The company faces risks related to supply chain disruptions, including geopolitical tensions and natural disasters, which could impact the availability of essential components[116]. - The company must improve its infrastructure and operational systems to manage future growth effectively, as rapid expansion places strain on resources[110]. - The company may face challenges in securing sufficient power for its data centers, which could adversely affect operations and customer service[120]. Financial Performance and Projections - Corvex incurred an unaudited net loss of $6.2 million for the year ended December 31, 2025, indicating ongoing financial challenges[170]. - The company anticipates increases in operating expenses due to costs associated with operating as a public company and investments in growth initiatives[170]. - Future profitability is uncertain, with potential impacts from increased competition and reduced demand for offerings[172]. - The current macroeconomic environment poses challenges for raising capital on favorable terms, potentially impacting business growth and operations[150]. Competition and Market Landscape - The competitive landscape includes major players like Amazon, Google, and Microsoft, with a focus on maintaining a competitive edge through innovation and strategic partnerships[53]. - The company faces intense competition in the AI cloud infrastructure market from major players like Amazon, Google, and Microsoft, which could lead to revenue declines if not managed effectively[155]. - The company faces significant risks from competitors with greater resources, which may affect its market position and pricing strategies[159]. Intellectual Property and Legal Risks - The company currently owns no patents and relies on trade secret protection for its proprietary technology, which poses a risk if trade secret protection is lost[221]. - The company faces challenges in enforcing its intellectual property rights in various jurisdictions, which could hinder its ability to protect its technology and brand[221]. - The likelihood of receiving claims regarding intellectual property infringement is expected to increase as the company gains visibility and competition intensifies[224]. - The company may need to indemnify customers for expenses related to third-party intellectual property infringement claims, which could lead to financial liabilities[224]. Human Resources and Corporate Culture - The company employs approximately 38 full-time and two part-time professionals, predominantly technical, focusing on AI infrastructure and high-performance computing[83]. - The company faces challenges in hiring and retaining qualified personnel, particularly in the competitive technology sector, which could impact its growth and operational efficiency[207][208]. - The corporate culture is seen as a key contributor to success, and failure to maintain it during growth could harm innovation and teamwork[212]. Customer Retention and Satisfaction - The company is focused on retaining existing customers and attracting new ones to grow its customer base[107]. - Customer retention may fluctuate due to satisfaction with platform security, performance, and pricing, impacting overall revenue[182]. - The company must effectively attract new customers and retain existing ones to achieve expected growth, with potential difficulties in demonstrating platform value[179].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO __________ COMMISSION FILE NUMBER: 001-41164 AleAnna, Inc. (Primary Standard Industrial Classification Code Number) Delaware 1311 98-1582153 (I.R.S. Employer I ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO __________ COMMISSION FILE NUMBER: 001-41164 AleAnna, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...

Fourth Quarter 2025 Results and Recent Company Highlights: Financial and Operational Update Exhibit 99.1 Following production ramp-up and rate stabilization at the Longanesi field during the first half of 2025, the Company recognized $8.5 million of revenue during the fourth quarter of 2025 from sales of its share of production from the Longanesi field. AleAnna, Inc. Reports Fourth Quarter and Full Year 2025 Results AleAnna, Inc. reports positive Adjusted EBITDA and net income for the third consecutive quar ...

Exhibit 99.1 AleAnna, Inc. Reports Fourth Quarter and Full Year 2025 Results AleAnna, Inc. reports positive Adjusted EBITDA and net income for the third consecutive quarter. Fourth Quarter 2025 Results and Recent Company Highlights: DALLAS – March 30, 2026 – AleAnna, Inc. ("AleAnna" or "the Company") (NASDAQ: ANNA) today announced financial and operational results for the fourth quarter and full year of 2025. AleAnna reported full year net income of $2.9 million and Adjusted EBITDA of $6.6 million. Financia ...

Financial Performance - The company reported a net loss of $551.7 million for the year ended December 31, 2023, and an accumulated deficit of $2,409.8 million as of December 31, 2025[31]. - Cash and cash equivalents stood at $172.4 million as of December 31, 2025, indicating a level of financial stability despite uncertainties[48]. - The company has incurred significant losses since inception and may continue to do so, with expectations of ongoing research and development expenses increasing substantially[30]. - As of December 31, 2025, the company had $1,299.1 million in outstanding indebtedness, including $1,031.6 million under the Secured Loan Facility and $96.7 million under the Senior Term Loan Facility[55]. - The company’s ability to generate sufficient cash flow to meet its debt obligations is uncertain, which may require asset sales or additional financing[54]. - The company may need to raise additional funding, which could dilute existing shareholders and restrict operations[47]. Regulatory Approvals and Risks - The company has received marketing authorization for biosimilars AVT02 and AVT04 in over 30 countries, and for AVT03, AVT05, and AVT06 in Japan, the UK, and EEA as of December 31, 2025[40]. - The company received Complete Response Letters from the FDA regarding its BLAs for AVT03, AVT05, and AVT06, which could materially affect its business if resubmissions are not approved[30]. - The company plans to resolve deficiencies identified by the FDA related to its Reykjavik manufacturing facility to proceed with the commercialization of its biosimilars[67]. - The company faces significant regulatory risks, including evolving expectations and potential delays in obtaining necessary approvals[72]. - Regulatory approvals in the U.S., EU, UK, and Japan are critical for commercialization; any delays could adversely affect revenue generation[77]. - The FDA issued Complete Response Letters (CRLs) for AVT03, AVT05, and AVT06 in Q4 2025, citing manufacturing deficiencies that must be resolved[74]. Commercialization and Market Challenges - The company generated product revenue through sales of AVT02 and AVT04 in select markets, and also from newly approved biosimilars AVT03, AVT05, and AVT06[63]. - The company’s ability to generate revenue and achieve sustainable profitability depends on the successful commercialization of its approved biosimilars and the completion of research and development for other candidates[37]. - The commercial success of the company's products will depend on market acceptance by physicians, patients, and third-party payors, which is uncertain[157]. - The availability and adequacy of third-party coverage and reimbursement are critical for the commercialization of the company's biosimilar products[159]. - The company anticipates competition from multiple established players in the biosimilar market, including Amgen, Celltrion, and Sandoz, among others[148]. - The company may face challenges in obtaining regulatory approvals and achieving market penetration due to the competitive landscape[149]. Intellectual Property and Legal Risks - The company is subject to extensive patent clearances and potential litigation, which may delay the commercial launch of biosimilar products[105]. - The risk of patent infringement claims could lead to substantial costs and delays in the development and commercialization of product candidates[173]. - Legal proceedings related to patent litigation and intellectual property disputes may incur substantial costs and distract management, adversely affecting business operations[186]. - The company may face claims regarding the wrongful use of confidential information, which could lead to costly litigation and loss of intellectual property rights[191]. - The transition to a "first-inventor-to-file" system in the U.S. increases the risk of competitors obtaining patents for similar inventions, potentially threatening the company's market position[197]. - The complexity and costs associated with obtaining and enforcing biopharmaceutical patents are high, leading to uncertainty in the process[205]. Operational and Supply Chain Risks - The company relies on third parties for conducting clinical studies, and any failure on their part could hinder regulatory approval and commercialization efforts[33]. - The company relies on third-party manufacturers for clinical and commercial supplies, which poses risks related to quality and compliance with Good Manufacturing Practices (cGMP)[112]. - Delays in shipment or damage during transport could significantly impact project timelines and sales[116]. - The company engages single-source suppliers for critical services, and loss of these suppliers could materially impact business operations[131]. - The company must navigate complex regulatory environments across jurisdictions, which may increase operational complexity and costs[77]. - The company relies on third-party CROs for nonclinical and clinical studies, which poses risks if these parties fail to meet contractual duties or regulatory requirements[119]. Competitive Landscape - The company faces significant competition in the biosimilar market, particularly for products like Humira and Stelara, which could limit market penetration and revenue[141]. - Competitors may develop improved versions of reference products, which could significantly reduce the market potential for the company's biosimilar candidates[144]. - The company may encounter price competition from other biosimilars for the same reference products, which could adversely affect market share and revenue[170]. - The company anticipates pricing pressures due to managed healthcare trends and the influence of health maintenance organizations[163]. - Legislative initiatives in the U.S. may impact the ability of commercial partners to successfully commercialize products, potentially reducing the addressable market[165]. - The potential for legislative and regulatory actions by reference product manufacturers could delay or limit the approval of the company's biosimilars[146].

Financial Position and Capital Structure - The company expects to have approximately $2,223,324 available outside the trust account to fund working capital requirements following the offering [183]. - The gross proceeds from the offering and the sale of private units may provide the company with $207 million, or $238.05 million if the underwriters' over-allotment option is fully exercised [234]. - The company may only be able to complete one business combination with the proceeds from this offering, leading to dependency on a single business and potential lack of diversification [233]. - The company may require additional financing to complete its initial business combination, and failure to secure such financing could lead to abandonment of the transaction [245]. - The total investment in the equity of the Company by the Sponsor and underwriters is $7,025,000, including $5,000,000 for 500,000 private units [366]. - The total funds in trust available for initial business combination amount to $192,000,000 [365]. - The company has approximately $2,223,324 available outside the trust account to fund working capital requirements after the offering [286]. - If offering expenses exceed the estimated $776,676, the company may need to fund the excess with non-trust account funds, reducing the amount available outside the trust account [286]. Business Combination Risks - The company may incur substantial debt to complete the initial business combination, which could adversely affect its financial condition [184]. - The company may face litigation claiming it should be considered an investment company, which could impose additional regulatory burdens [195]. - The company may face risks associated with acquiring early-stage or financially unstable businesses, which could impact operations and profitability [224]. - The company may face challenges in acquiring multiple businesses simultaneously, which could delay initial business combinations and negatively impact profitability [237]. - There is a risk that the company may pursue acquisitions of private companies with limited information, potentially leading to less profitable outcomes than expected [238]. - The company may face significant write-downs or restructuring charges post-business combination, adversely affecting financial condition and share price [291]. - Due diligence on target businesses may not uncover all material issues, leading to unexpected risks and potential asset write-downs [292]. - The company may not maintain control of the target business post-combination, potentially resulting in minority ownership for existing shareholders [293]. Shareholder Considerations - If the initial business combination is not completed, public shareholders may receive only approximately $10.00 per share upon liquidation of the trust account [221]. - The company may issue additional shares, which could dilute existing shareholders' interests and potentially affect market prices for Class A ordinary shares [230]. - Initial shareholders will control approximately 25% of the issued shares, potentially influencing shareholder votes in ways that may not align with broader shareholder interests [247]. - The anticipated equity value at the time of the initial business combination is projected to be $192 million, which may affect the implied value of public shares [363]. - The company anticipates significant dilution for public shareholders, with an expected immediate dilution of approximately 97.48% or $9.75 per share, assuming no exercise of the underwriters' over-allotment option [362]. - Initial shareholders will collectively own 25% of the issued and outstanding shares after the offering, assuming no additional units are purchased [328]. - The initial implied value per public share is $10.00, while the implied value upon consummation of the initial business combination is $7.02 [365]. Regulatory and Tax Implications - The company may be classified as a passive foreign investment company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors [207]. - The initial business combination may not be tax-efficient, leading to complex tax obligations for shareholders [209]. - A 1% U.S. federal excise tax may apply to certain share repurchases by publicly traded U.S. corporations, effective after December 31, 2022 [202]. - The company does not expect the excise tax to apply to redemptions of public shares as a Cayman Islands company, unless it domesticates as a U.S. corporation [203]. - Tax obligations may become more complex and burdensome post-business combination, with no cash distributions planned to cover tax liabilities [294]. Governance and Management - The company’s board of directors may approve amendments to agreements related to the offering without shareholder approval, which could affect the value of investments [288]. - The company does not have a policy prohibiting directors and officers from pursuing business opportunities that may conflict with the interests of the company [324]. - The success of the company is heavily reliant on a small group of directors and officers, and their unexpected departure could adversely affect operations [309]. - There is uncertainty regarding the management of the target business post-combination, which may lack the necessary skills to operate a public company [319]. - Conflicts of interest may arise as team members negotiate employment agreements with target businesses, potentially influencing their decision-making [315]. Operational Challenges - The company may face potential conflicts of interest with underwriters providing additional services after the offering, including M&A advisory services [283]. - The company may need to rely on loans from the Sponsor or management team to fund its search for a target business if net proceeds are insufficient [285]. - The company may pursue complex business combinations that require significant operational improvements, which could delay achieving desired results [262]. - The company may face challenges in maintaining its listing on Nasdaq if the public float of its shares is reduced due to purchases by insiders [348]. - The company may not be able to maintain control of a target business after the initial business combination, which could affect operational success [336]. Miscellaneous - The company may engage in PIPE transactions to complete the business combination, which could further dilute existing shareholders [296]. - The company is not limited to specific industries for its business combination, which may introduce various operational risks [300]. - The company may face challenges in completing an initial business combination if a target business requires a certain amount of cash at closing, potentially leaving public shareholders waiting for redemption [256]. - The company may amend its governing instruments to facilitate the completion of the initial business combination, potentially without shareholder support [269].

Revenue Performance - Fourth quarter revenue was $5.2 million, a significant increase from $0.2 million in the prior-year period, primarily driven by $5.1 million in staking rewards[4] - Full year 2025 revenue was $6.0 million, up from $0.5 million in the prior year, reflecting $5.5 million in staking rewards following the launch of the digital asset treasury strategy[11] Operating Expenses - Total operating expenses for the fourth quarter reached $206.1 million, compared to $3.1 million in the prior-year period, including non-cash charges of $178.3 million for unrealized losses on digital assets[7] - Full year operating expenses totaled $249.4 million, compared to $13.8 million in the prior year, with a loss from operations of $243.8 million[13] Net Income - Reported net income for the fourth quarter was $325.6 million, or earnings of $4.25 per share, compared to a net loss of $3.9 million in the prior-year period[10] Capital Raising and Financial Strategy - The company raised $29.9 million in 2025 through ATM programs, primarily used to purchase SOL on a net asset value/share accretive basis[7] - The company initiated a share repurchase program totaling $3.4 million in 2026, funded primarily through the sale of SOL[7] - The company plans to continue pursuing strategic capital markets transactions to achieve its objectives and generate incremental cash flows[3] Digital Asset Management - Cash and digital assets at fair value totaled $301.0 million as of December 31, 2025, with cash at $7.3 million and digital assets valued at $293.7 million[15] - The company launched the first-ever digital asset treasury to enable borrowing against natively staked SOL in qualified custody[7]

Economic Exposure and Market Conditions - The company has significant exposure to economic cycles, with operations highly dependent on general economic conditions and market volatility[37]. - Rising costs of labor, energy, and supply chain disruptions have contributed to inflationary pressures, which may impact the company's operating businesses and investment opportunities[39]. - The company's leverage may increase its sensitivity to economic downturns, impacting its income and asset values more significantly than less leveraged companies[50]. - Interest rate increases could raise borrowing costs and make it more challenging to finance acquisitions, potentially affecting profitability[51]. - The construction operation's profitability is closely tied to the general state of the economy in regions such as North America, Europe, Australia, and the Middle East, which have been affected by inflationary pressures[120]. Acquisition and Investment Risks - The company may pursue acquisitions of distressed companies, which could involve substantial financial risks and potential legal expenses[40]. - The company faces competition for acquisition opportunities from larger investment funds and companies, which may limit its ability to secure favorable terms[43]. - Future acquisitions may involve risks such as integration difficulties and potential disruptions to current operations[126]. - The company relies on continued access to capital for new acquisitions and capital projects, with potential risks of overcommitting or misjudging capital requirements[56]. Financial Condition and Performance - The company's total assets as of December 31, 2025, amounted to $16,428 million, with revenues of $7,168 million for the same period[136]. - For the year ended December 31, 2025, revenues decreased by $1,040 million to $7,168 million, primarily due to the deconsolidation of the healthcare services operation, which reduced revenues by $1,118 million[184]. - Net loss for the year ended December 31, 2025, was $1,001 million, with $875 million attributable to Brookfield Business Partners, compared to a net loss of $1,927 million in 2024[183]. - Total liabilities decreased by $2,133 million to $14,330 million as of December 31, 2025, from $16,463 million as of December 31, 2024[208]. Regulatory and Compliance Risks - The company faces risks from changes in U.S. laws and policies, including tariffs that may impact business operations and financial results[58]. - The company is subject to various laws and regulations governing trade and economic sanctions, which may impose significant costs and operational burdens[102]. - The company is subject to anti-money laundering laws, and failure to comply could result in significant fines and increased regulatory scrutiny[104]. - Governmental investigations and audits could result in significant liabilities and penalties, affecting the company's business operations[98]. Operational Challenges - Labor disruptions and unfavorable collective bargaining agreements could lead to significant operational disruptions and increased labor costs[70]. - The construction operation's revenues and earnings are largely dependent on the award of new contracts, which are unpredictable and outside the company's control[112]. - The company may face challenges in accessing credit and capital markets, which could impact its ability to fund operations and acquisitions[53]. Environmental and Sustainability Concerns - The company is exposed to risks associated with environmental damage and compliance costs, particularly in its water and wastewater operations in Brazil[81]. - Increasingly stringent environmental legislation may lead to higher operational costs and liabilities that could adversely affect the company's financial performance[82]. - The company has a significant focus on sustainability, integrating sustainability principles into its investment process and ongoing operations[145]. - The company has a history of incorporating sustainability principles into its business practices, which is essential for long-term value creation[143]. Technology and Cybersecurity Risks - Emerging technologies, including artificial intelligence, could disrupt business models and competitive advantages, impacting financial condition and results[64]. - Cybersecurity threats pose a risk to the company's information systems, with potential operational disruptions and financial impacts from cyber incidents[92]. - The company relies on third-party vendors for technology and information systems, which may not accommodate growth or could increase in cost[91]. Market and Competitive Landscape - The company faces intense competition in its dealer software and technology services operation, which could adversely affect its business and financial condition if it fails to respond to technological developments[108]. - The company holds significant interests in public companies, and market volatility could negatively impact its financial condition and results of operations[80]. Joint Ventures and Partnerships - The company’s joint ventures and partnerships may reduce its control over operations and expose it to additional obligations and risks[88]. - The water and wastewater operation in Brazil is subject to significant governmental influence, which may adversely affect financial conditions and results[123].

Financial Performance - The company reported a significant increase in Adjusted EBITDA, reaching $X million for the year ended December 31, 2025, reflecting a Y% growth compared to the previous year[34] - The net income attributable to BBU unitholders was $X million, indicating a Z% increase year-over-year, showcasing strong operational performance[34] Strategic Initiatives - The company plans to expand its market presence through strategic acquisitions, targeting a growth rate of A% in the next fiscal year[41] - The company has entered into a licensing agreement with Brookfield, enhancing brand recognition and operational capabilities[29] - The integration of recent acquisitions is expected to yield synergies, contributing an additional $X million to Adjusted EBITDA[43] - The company is exploring opportunities in emerging markets, aiming for a market penetration increase of E% by the end of the fiscal year[41] Future Outlook - Future outlook includes a focus on technological advancements and new product development, with an estimated investment of $X million allocated for R&D[41] - The company anticipates a favorable economic environment, projecting a growth in revenue of B% in the upcoming fiscal year[42] Risk Management - The company is committed to maintaining compliance with environmental regulations, which may impact operational costs by approximately C%[43] - The anticipated impact of foreign exchange fluctuations is expected to affect revenue by D% in the next quarter[43] - The company emphasizes that readers should not place undue reliance on forward-looking statements due to inherent risks and uncertainties[48] - The company undertakes no obligation to publicly update or revise any forward-looking statements except as required by law[48] - Market risks are discussed in detail under Item 5.B, "Liquidity and Capital Resources - Market Risks" in the Form 20-F[1172]