الإحصائيات الأساسية
| CIK | 1823584 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Alliance Entertainment Holding Corporation
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| July 24, 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): July 21, 2025 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ 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: 001-40014 ALLIANCE ENTERTAINMEN |
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| April 25, 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): April 24, 2025 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2024 ☐ 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: 001-40014 ALLIANCE ENTERTAIN |
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| February 13, 2025 |
Exhibit 99.1 Alliance Entertainment Reports Second Quarter Fiscal Year 2025 Results Strategic investments and partnerships set stage for strong second half outlook Reduced revolver debt by 31%, strengthening balance sheet and liquidity position Higher-margin Direct to Consumer sales reach 42% of gross revenue PLANTATION, Fla., February 13, 2025 (GLOBE NEWSWIRE) — Alliance Entertainment Holding Cor |
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| February 13, 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): February 13, 2025 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commiss |
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| February 13, 2025 |
Exhibit 99.2 |
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| December 30, 2024 |
ALLIANCE ENTERTAINMENT HOLDING CORPORATION 8201 PETERS ROAD, SUITE 1000 PLANTATION, FL 33324 ALLIANCE ENTERTAINMENT HOLDING CORPORATION 8201 PETERS ROAD, SUITE 1000 PLANTATION, FL 33324 December 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 20, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Alliance Entertainment Holding Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regist |
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| December 20, 2024 |
As filed with the Securities and Exchange Commission on December 20, 2024 As filed with the Securities and Exchange Commission on December 20, 2024 Registration Statement No. |
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| December 20, 2024 |
Exhibit 4.4 ALLIANCE ENTERTAINMENT HOLDING CORPORATION Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Ce |
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| November 21, 2024 |
Letter from BDO USA, P.C. regarding change in certifying accountant. Exhibit 16.1 November 21, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 18, 2024, to be filed by our former client, Alliance Entertainment Holding Corporation. We agree with the statements made in response to that Item insofar as they relate to our |
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| November 21, 2024 |
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): November 18, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commiss |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ 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: 001-40014 ALLIANCE ENTERTAI |
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| November 12, 2024 |
As filed with the Securities and Exchange Commission on November 12, 2024 As filed with the Securities and Exchange Commission on November 12, 2024 Registration No. |
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| November 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 12, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commiss |
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| November 12, 2024 |
Exhibit 99.2 |
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| November 12, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Alliance Entertainment Holding Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| November 8, 2024 |
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): November 7, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commissi |
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| October 30, 2024 |
Alliance Entertainment Holding Corporation 8201 Peters Road Suite 1000 Plantation, FL 33324 Alliance Entertainment Holding Corporation 8201 Peters Road Suite 1000 Plantation, FL 33324 October 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| September 20, 2024 |
Exhibit 99.2 |
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| September 20, 2024 |
Exhibit 19 ALLIANCE ENTERTAINMENT HOLDING CORPORATION INSIDER TRADING POLICY Effective as of March 6 , 2024 This Insider Trading Policy provides the standards of Alliance Entertainment Holding Corporation (the “Company”) on trading and causing the trading of the Company’s securities or securities of other publicly traded companies while in possession of confidential information. |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 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 001-40014 ALLIANCE ENTERTAINM |
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| September 20, 2024 |
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): September 19, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commis |
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| September 20, 2024 |
Exhibit 99.1 Alliance Entertainment Reports Fourth Quarter and Fiscal Year 2024 Results Operational efficiencies and margin improvements drive profitability turnaround Higher-margin DTC sales increased to 36% of gross revenue in FY24 Strengthened balance sheet with 45% reduction in revolver debt and added new $120M credit facility PLANTATION, Fla., September 19, 2024 (GLOBE NEWSWIRE) — Alliance En |
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| September 20, 2024 |
Exhibit 97.1 ALLIANCE ENTERTAINMENT HOLDINGS, INC. Clawback Policy The Board of Directors (the “Board”) of Alliance Entertainment Holdings, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). T |
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| September 13, 2024 |
Financial Statements and Exhibits, Other Events, Shareholder Director Nominations 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): September 13, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commis |
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| July 26, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): July 25, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| June 11, 2024 |
As filed with the Securities and Exchange Commission on June 10, 2024 Table of Contents As filed with the Securities and Exchange Commission on June 10, 2024 Registration No. |
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| June 11, 2024 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered1 Proposed Maximum Offering Price |
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| May 24, 2024 |
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): May 20, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission ( |
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| May 9, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-271219 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated June 29, 2023) Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement further updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registrati |
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| May 9, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ 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: 001-40014 ALL |
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| May 9, 2024 |
Exhibit 99.1 Alliance Entertainment We bring entertainment to you! Third Quarter 2024 Financial Results Conference Call NASDAQ: AENT May 9, 2024 Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any |
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| May 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 9, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission (I |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Alliance Entertainment Holding Corp (f/k/a Adara Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Tit |
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| February 13, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-271219 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated June 29, 2023) Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement further updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registrati |
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| February 8, 2024 |
Gamefly Distribution Agreement Exhibit 10.1 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into on February 1, 2023 by and between GAMEFLY HOLDINGS, LLC (“Label”) and DISTRIBUTION SOLUTIONS, a division of ALLIANCE ENTERTAINMENT, LLC (“DS”). IN CONSIDERATION OF the mutual promises set forth herein, and for good and valuable consideration, receipt of which is hereby acknowledged, the parties |
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| February 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2023 ☐ 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: 001-40014 |
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| February 2, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Alliance Entertainment Holding Corporation (formerly known as Adara Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 01861F102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing o |
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| January 11, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): January 5, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commissio |
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| January 8, 2024 |
Exhibit 99.1 Alliance Entertainment We bring entertainment to you! Investor Presentation | January 8, 2024 NASDAQ: AENT Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall th |
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| January 8, 2024 |
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): January 8, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commissio |
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| December 26, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 21, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commiss |
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| December 26, 2023 |
Alliance Entertainment Announces Closing of New 3-Year $120 Million Senior Secured Credit Facility Exhibit 99.1 Alliance Entertainment Announces Closing of New 3-Year $120 Million Senior Secured Credit Facility Plantation, FL – December 21, 2023 – Alliance Entertainment Holding Corporation (Nasdaq: AENT) (“Alliance Entertainment”, “Company”), a distributor and wholesaler of the world’s largest in stock selection of music, movies, video games, electronics, arcades, toys and collectibles, today a |
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| December 26, 2023 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETS (“[***]”), HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION LOAN AND SECURITY AGREEMENT dated as of December 21, 2023 among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, as Parent and a Guarantor, and CERTAIN OF ITS S |
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| November 14, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-271219 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 29, 2023) Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registration No. 3 |
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| November 14, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-271219 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated June 29, 2023) Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registration No. 3 |
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| November 13, 2023 |
Exhibit 99.1 |
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| November 13, 2023 |
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): November 10, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commiss |
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| November 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ 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: 001-40014 |
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| October 26, 2023 |
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 24, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commissi |
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| October 23, 2023 |
As filed with the Securities and Exchange Commission on October 23, 2023 As filed with the Securities and Exchange Commission on October 23, 2023 Registration No. |
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| October 23, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-271219 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated June 29, 2023) Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registration No. 3 |
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| October 19, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-271219 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 29, 2023) Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registration No. 3 |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 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 001-40014 A |
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| October 19, 2023 |
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 18, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commissi |
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| October 19, 2023 |
Alliance Entertainment Holding Corporation 2023 Omnibus Equity Incentive Plan. Exhibit 10.2 ALLIANCE ENTERTAINMENT HOLDING CORPORATION 2023 OMNIBUS EQUITY INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Alliance Entertainment Holding Corporation 2023 Omnibus Equity Incentive Plan (the “Plan”) is to benefit Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”) and its stockholders, by assisting the Company and its subsidiaries to attract, ret |
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| October 19, 2023 |
Description of the Registrant’s Securities Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary of the material terms of the securities of Alliance Entertainment Holding Corporation (the “Company,” “Alliance,” “our,” “we” or “us”) is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read the Company’s second amended and restated certificate of incorporation (the “ |
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| October 19, 2023 |
Alliance Entertainment We bring entertainment to you! Investor Presentation | October 18, 2023 Exhibit 99.1 Alliance Entertainment We bring entertainment to you! Investor Presentation | October 18, 2023 Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any s |
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| October 19, 2023 |
Exhibit 14 CODE OF CONDUCT AND ETHICS OF ALLIANCE ENTERTAINMENT HOLDING CORPORATION The Board of Directors of Alliance Entertainment Holding Corporation (the “Company”) has adopted this Code of Conduct and Ethics (this “Code”) to provide value for our shareholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To prompt full, fair, accurate, timely and understandable disclosure; ● To comply with applicable laws and governmental rules and regulations; ● To prompt internal reporting of violations of this Code; ● To protect the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and ● To deter wrongdoing. |
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| September 14, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-271219 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 29, 2023) Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registration No. 3 |
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| September 14, 2023 |
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): September 13, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commis |
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| September 14, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40014 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER 01861F102 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repor |
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| September 14, 2023 |
Exhibit 10.1 Execution Version AMENDMENT NUMBER THIRTEEN TO LOAN AND SECURITY AGREEMENT AND WAIVER This AMENDMENT NUMBER THIRTEEN TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”), dated as of September 13, 2023, is entered into by and among AENT CORPORATION, a Delaware corporation (f/k/a Alliance Entertainment Holding Corporation, a Delaware corporation) (“AENT”), PROJECT PANTHER ACQUI |
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| July 14, 2023 |
Alliance Entertainment Investor Presentation July 2023 Exhibit 99.1 Alliance Entertainment Investor Presentation July 2023 Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or juris |
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| July 14, 2023 |
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): July 14, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| July 6, 2023 |
Alliance Entertainment Announces Closing of Public Offering Exhibit 99.1 Alliance Entertainment Announces Closing of Public Offering Plantation, FL – July 5, 2023 – Alliance Entertainment Holding Corporation (Nasdaq: AENT) (“Alliance Entertainment”, “Company”), a distributor and wholesaler of the world’s largest in stock selection of music, movies, video games, electronics, arcades, and collectibles, today announced the closing of a public offering of 1,33 |
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| July 6, 2023 |
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): June 29, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| July 6, 2023 |
Form of 2023 Representative’s Warrant Agreement Exhibit 1.1 Execution Draft UNDERWRITING AGREEMENT between ALLIANCE ENTERTAINMENT HOLDING CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters ALLIANCE ENTERTAINMENT HOLDING CORPORATION UNDERWRITING AGREEMENT New York, New York June 29, 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, |
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| June 30, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-271219 PROSPECTUS Alliance Entertainment Holding Corporation Up to 58,022,778 Shares of Class A Common Stock 4,170,000 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of up to an aggregate of up to 9,920,000 shares of our Class A common stock, $0.0001 par value per share (“Class A co |
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| June 30, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-271219 PROSPECTUS 1,335,000 Shares Class A Common Stock Alliance Entertainment Holding Corporation We are offering 1,335,000 shares of our Class A common stock at a public offering price per share of $3.00 per share. Our Class A common stock and our Warrants have been approved for listing on The Nasdaq Capital Market (“Na |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 85-2373325 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| June 28, 2023 |
Alliance Entertainment Holding Corporation 8201 Peters Road, Suite 1000 Plantation, Florida Alliance Entertainment Holding Corporation 8201 Peters Road, Suite 1000 Plantation, Florida June 28, 2023 VIA EDGAR U. |
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| June 28, 2023 |
June 28, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 28, 2023 |
Alliance Entertainment Holding Corporation 8201 Peters Road, Suite 1000 Plantation, Florida Alliance Entertainment Holding Corporation 8201 Peters Road, Suite 1000 Plantation, Florida June 28, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 23, 2023 |
Alliance Entertainment Holding Corporation 8201 Peters Road, Suite 1000 Plantation, Florida Alliance Entertainment Holding Corporation 8201 Peters Road, Suite 1000 Plantation, Florida June 23, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 23, 2023 |
June 23, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 22, 2023 |
As filed with the Securities and Exchange Commission on June 22, 2023 As filed with the Securities and Exchange Commission on June 22, 2023 Registration No. |
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| June 16, 2023 |
As filed with the Securities and Exchange Commission on June 16, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 16, 2023 Registration No. |
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| June 16, 2023 |
Form of Representative’s Warrant Agreement (included in Exhibit 1.1). Exhibit 1.1 UNDERWRITING AGREEMENT between ALLIANCE ENTERTAINMENT HOLDING CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters ALLIANCE ENTERTAINMENT HOLDING CORPORATION UNDERWRITING AGREEMENT New York, New York [•], 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl Ne |
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| June 12, 2023 |
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): June 6, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission ( |
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| June 6, 2023 |
As filed with the Securities and Exchange Commission on June 6, 2023 Table of Contents As filed with the Securities and Exchange Commission on June 6, 2023 Registration No. |
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| May 23, 2023 |
Exhibit 99.1 Alliance Entertainment Reports Third Quarter and Nine Month Fiscal 2023 Financial Results Completes Business Combination and Becomes Publicly Traded Company Third Quarter Fiscal 2023 Net Revenues Totaled $227.7 Million Plantation, FL – May 22, 2023 – Alliance Entertainment Holding Corporation (OTC: AENT) (“Alliance Entertainment”, “Company”), a distributor and wholesaler of the world’ |
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| May 23, 2023 |
Alliance Entertainment Investor Presentation OTC:AENT May 22, 2023 Exhibit 99.2 Alliance Entertainment Investor Presentation OTC:AENT May 22, 2023 Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any sta |
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| May 23, 2023 |
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): May 22, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission ( |
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| May 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ 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: 001-40014 ALL |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response . |
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| May 2, 2023 |
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): April 28, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| May 1, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 1, 2023 Registration No. |
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| May 1, 2023 |
Phone: (212) 885-5000 Fax: (917) 332-3057 Email: [email protected] May 1, 2023 VIA EDGAR AND OVERNIGHT DELIVERY Rucha Pandit; Donald Field Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 Re: Alliance Entertainment Holding Corporation Registration Statement on Form S-1 Filed April 12, 2023 F |
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| April 27, 2023 |
Exhibit 10.1 Execution Version AMENDMENT NUMBER TWELVE TO LOAN AND SECURITY AGREEMENT AND WAIVER This AMENDMENT NUMBER TWELVE TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”), dated as of April 21, 2023, is entered into by and among AENT CORPORATION, a Delaware corporation (f/k/a Alliance Entertainment Holding Corporation, a Delaware corporation) (“AENT”), PROJECT PANTHER ACQUISITION C |
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| April 27, 2023 |
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): April 21, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| April 26, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Alliance Entertainment Holding Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Class A Common Stock, par value $0. |
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| April 26, 2023 |
As filed with the Securities and Exchange Commission on April 26, 2023 As filed with the Securities and Exchange Commission on April 26, 2023 Registration No. |
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| April 12, 2023 |
Alliance Entertainment Holding Corporation 2023 Omnibus Equity Incentive Plan. Exhibit 10.2 ALLIANCE ENTERTAINMENT HOLDING CORPORATION 2023 OMNIBUS EQUITY INCENTIVE PLAN ALLIANCE ENTERTAINMENT HOLDING CORPORATION 2023 OMNIBUS EQUITY INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Alliance Entertainment Holding Corporation 2023 Omnibus Equity Incentive Plan (the “Plan”) is to benefit Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”) and i |
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| April 12, 2023 |
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): April 12, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commission |
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| April 12, 2023 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Pric |
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| April 12, 2023 |
Alliance Entertainment Investor Presentation OTC:AENT April 2023 Exhibit 99.2 Alliance Entertainment Investor Presentation OTC:AENT April 2023 Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state |
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| April 12, 2023 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Consolidated Financial Statements of Alliance Entertainment Holding Corporation Unaudited Condensed Consolidated Financial Statements of Operations for the three and six months ended December 31, 2022 and 2021 F-2 Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2022 F-3 Unaudited Condensed Consolidated Statements |
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| April 12, 2023 |
As filed with the Securities and Exchange Commission on April 11, 2023 Table of Contents As filed with the Securities and Exchange Commission on April 11, 2023 Registration No. |
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| March 30, 2023 |
EXHIIBIT 21.1 LIST OF SUBSIDIARIES ALLIANCE ENTERTAINMENT HOLDING CORPORATION AENT Corporation (Delaware) Project Panther Acquisition Corporation (Delaware) Alliance Entertainment, LLC (Delaware) AEC Direct, LLC (Delaware) DirectToU, LLC (Delaware) Fulfillment Express Limited (United Kingdom) Mecca Electronics Industries, Inc. (New York) Mill Creek Entertainment, LLC (Minnesota) COKeM Internationa |
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| March 30, 2023 |
Alliance Entertainment Holding Corporation 2022 Equity Incentive Plan. Exhibit 10.2 ALLIANCE ENTERTAINMENT HOLDING CORPORATION 2023 OMNIBUS EQUITY INCENTIVE PLAN ALLIANCE ENTERTAINMENT HOLDING CORPORATION 2023 OMNIBUS EQUITY INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Alliance Entertainment Holding Corporation 2023 Omnibus Equity Incentive Plan (the “Plan”) is to benefit Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”) and i |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTO Commission File Number 001-4001 |
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| March 30, 2023 |
Exhibit 14 CODE OF CONDUCT AND ETHICS OF ALLIANCE ENTERTAINMENT HOLDING CORPORATION The Board of Directors of Alliance Entertainment Holding Corporation (the “Company”) has adopted this Code of Conduct and Ethics (this “Code”) to provide value for our shareholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To prompt full, fair, accurate, timely and understandable disclosure; ● To comply with applicable laws and governmental rules and regulations; ● To prompt internal reporting of violations of this Code; ● To protect the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and ● To deter wrongdoing. |
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| March 17, 2023 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant, the Cla |
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| March 13, 2023 |
EX-99.3 4 tm238909d3ex99-3.htm EXHIBIT 3 Exhibit 3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Adara Acquisition Corp., a Delaware corporation (the “Company”) and Adara Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and ThinkEquity, a division of Fordham Financial Managem |
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| March 13, 2023 |
Exhibit 2 Execution Version BUSINESS COMBINATION AGREEMENT by and among ADARA ACQUISITION CORP. |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Alliance Entertainment Holding Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00653H102 (CUSIP Number) Jeffrey Walker 8201 Peters Road, Suite 1000 Plantation, FL 33324 (954) 255-4000 (Name, Ad |
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| March 13, 2023 |
[Remainder of Page Intentionally Left Blank] Exhibit 4 Execution Version February 10, 2023 Adara Acquisition Corp. 211 East Blvd. Charlotte, NC 28203 Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement, dated as of June 22, 2022, entered into by and among Adara Acquisition Corp., a Delaware corporation (the “Company”), Adara Merger S |
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| March 13, 2023 |
Exhibit 2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Adara Acquisition Corp. |
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| March 13, 2023 |
[Remainder of Page Intentionally Left Blank] Exhibit 3 Execution Version February 10, 2023 Adara Acquisition Corp. 211 East Blvd. Charlotte, NC 28203 Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement, dated as of June 22, 2022, entered into by and among Adara Acquisition Corp., a Delaware corporation (the “Company”), Adara Merger S |
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| March 13, 2023 |
Business Combination Agreement. Exhibit 1 Execution Version BUSINESS COMBINATION AGREEMENT by and among ADARA ACQUISITION CORP. |
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| March 13, 2023 |
Exhibit 2 Execution Version BUSINESS COMBINATION AGREEMENT by and among ADARA ACQUISITION CORP. |
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| March 13, 2023 |
EX-99.3 4 tm238909d2ex99-3.htm EXHIBIT 3 Exhibit 3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Adara Acquisition Corp., a Delaware corporation (the “Company”) and Adara Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and ThinkEquity, a division of Fordham Financial Managem |
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| March 13, 2023 |
Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement is made and entered into as of March 5, 2023, by and among the Ogilvie Legacy Trust dated September 14th, 2021, Bruce A. |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Alliance Entertainment Holding Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00653H102 (CUSIP Number) Bruce A. Ogilvie, Jr. 8201 Peters Road, Suite 1000 Plantation, FL 33324 (954) 255-4000 (N |
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| March 13, 2023 |
Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement is made and entered into as of March 5, 2023, by and among the Bruce Ogilvie, Jr. |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Alliance Entertainment Holding Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00653H102 (CUSIP Number) Bruce A. Ogilvie, Jr. 8201 Peters Road, Suite 1000 Plantation, FL 33324 (954) 255-4000 (N |
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| March 13, 2023 |
[Remainder of Page Intentionally Left Blank] Exhibit 4 Execution Version February 10, 2023 Adara Acquisition Corp. 211 East Blvd. Charlotte, NC 28203 Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement, dated as of June 22, 2022, entered into by and among Adara Acquisition Corp., a Delaware corporation (the “Company”), Adara Merger S |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Adara Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 00653H102 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 24, 2023 |
Alliance Entertainment Investor Presentation February 24 , 2023 Exhibit 99.1 Alliance Entertainment Investor Presentation February 24 , 2023 Legal Disclaimer 2 This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states |
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| February 24, 2023 |
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): February 24, 2023 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction (Commiss |
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| February 14, 2023 | ||
| February 14, 2023 |
SC 13G/A 1 tm235037d5sc13ga.htm SC 13G/A CUSIP No: 00653H102 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Adara Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (T |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No.)* Adara Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00653H102 (CUSIP Nu |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Adara Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 00653H102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check |
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| February 13, 2023 |
Exhibit 16.1 February 10, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Commissioners: We have read Alliance Entertainment Holding Corp. (formerly known as Adara Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated February 10, 2023. We agree with the statements concerning our Firm under |
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| February 13, 2023 |
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): February 10, 2023 Alliance Entertainment Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-40014 85-2373325 (State or other jurisdiction of incor |
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| February 13, 2023 |
Exhibit 3.5 ALLIANCE ENTERTAINMENT HOLDING CORPORATION BYLAWS (as adopted on February 10, 2023) ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE The registered office of Alliance Entertainment Holding Corporation (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time (the “certificate of incorporation”). 1.2 OTHER OFFIC |
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| February 13, 2023 |
Exhibit 99.1 Alliance Entertainment Completes Business Combination with Adara Acquisition Corp. Leading Direct-to-Consumer and E-Commerce Provider to the Entertainment Industry to Commence M&A Roll-Up Initiative and Investments in Automation and Proprietary Software to Drive Increased Market Share & Dominant Position in Physical Media Chairman Bruce Ogilvie and CEO Jeff Walker Will Continue to Lea |
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| February 13, 2023 |
Alliance Entertainment Holding Corporation Audit committee of the Board of Directors Exhibit 99.3 Alliance Entertainment Holding Corporation Audit committee of the Board of Directors The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Alliance Entertainment Holding Corporation (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its i |
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| February 13, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial statements present the combination of the financial information of Adara and Alliance adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 o |
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| February 13, 2023 |
Code of Ethics for Alliance Entertainment Holding Corporation Exhibit 14 CODE OF CONDUCT AND ETHICS OF ALLIANCE ENTERTAINMENT HOLDING CORPORATION The Board of Directors of Alliance Entertainment Holding Corporation (the “Company”) has adopted this Code of Conduct and Ethics (this “Code”) to provide value for our shareholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To prompt full, fair, accurate, timely and understandable disclosure; ● To comply with applicable laws and governmental rules and regulations; ● To prompt internal reporting of violations of this Code; ● To protect the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and ● To deter wrongdoing. |
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| February 13, 2023 |
Exhibit 10.29 CONTINGENT CONSIDERATION ESCROW AGREEMENT THIS CONTINGENT CONSIDERATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2023, by and among Adara Acquisition Corp., a Delaware corporation (and, after the Closing, to be renamed Alliance Entertainment Holding Corporation) (“Parent”), Bruce Ogilvie, solely in his capacity as representative of the Company S |
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| February 13, 2023 |
Exhibit 99.5 ALLIANCE ENTERTAINMENT HOLDING CORPORATION NOMINATING COMMITTEE CHARTER APPLICABLE TO OF THE BOARD OF DIRECTORS Purpose The Nominating Committee Charter is established to help ensure that the Board of Directors {\(the “Board”) of Alliance Entertainment Holding Corporation (the “Company”) properly meets its fiduciary obligations to stockholders and the Company and that the Company has |
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| February 13, 2023 |
ALLIANCE ENTERTAINMENT HOLDING CORPORATION COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS Exhibit 99.4 ALLIANCE ENTERTAINMENT HOLDING CORPORATION COMPENSATION COMMITTEE CHARTER OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Alliance Entertainment Holding Corporation (the “Company”) shall be to oversee and review the Company’s compensation policies, plans and programs, including i |
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| February 6, 2023 |
SC 13G/A 1 adra13ga.htm ADRA 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Adara Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00653H102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a |
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| January 27, 2023 |
Filed by Adara Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Adara Acquisition Corp. Commission File No.: 001-40014 Alliance Entertainment’s AMPED Distribution Brings Home 26 Grammy Nominations Across Its Family of Independent Labels Irvine, CA – January 27, 2023 – AMPED Di |
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| January 19, 2023 |
Submission of Matters to a Vote of Security Holders 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): January 18, 2023 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 17, 2023 |
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): January 17, 2023 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or other jurisdiction of incorporation) (Commissio |
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| January 17, 2023 |
425 1 tm233674d18k.htm 425 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): January 17, 2023 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or other jurisdiction o |
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| January 17, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-266098 PROXY STATEMENT/PROSPECTUS SUPPLEMENT NO. 1 (to Proxy Statement/Prospectus dated December 12, 2022) ADARA ACQUISITION CORP. PROSPECTUS FOR 107,500,000 SHARES OF CLASS A COMMON STOCK OF ADARA ACQUISITION CORP. (WHICH WILL BE RENAMED ALLIANCE ENTERTAINMENT HOLDING CORPORATION) This Proxy Statement/Prospectus Supplement No. 1 (this “Supplem |
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| December 15, 2022 |
Filed by Adara Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Adara Acquisition Corp. Commission File No.: 001-40014 Adara Acquisition Corp. and Alliance Entertainment Announce Filing of Definitive Proxy Statement and the January 18, 2023, Extraordinary General Meeting to Vo |
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| December 13, 2022 |
DEFA14A 1 tm2232506d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
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| December 12, 2022 |
ADARA ACQUISITION CORP. 211 East Blvd. Charlotte, NC 28203 424B3 1 tm2219568-18424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-266098 ADARA ACQUISITION CORP. 211 East Blvd. Charlotte, NC 28203 Dear Adara Acquisition Corp. Stockholders: Adara Acquisition Corp., a Delaware corporation (“Adara” or the “Company”), Adara Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Adara (“Merger Sub”), a |
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| December 8, 2022 |
ADARA ACQUISITION CORP. 211 East Blvd. Charlotte, NC 28203 December 8, 2022 ADARA ACQUISITION CORP. 211 East Blvd. Charlotte, NC 28203 December 8, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Adara Acquisition Corp. Registration Statement on Form S-4, as amended File No. 333-266098 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 19 |
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| December 1, 2022 |
As filed with the Securities and Exchange Commission on November 30, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 30, 2022 Registration No. |
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| December 1, 2022 |
Exhibit 99.7 CONSENT OF THINKEQUITY LLC We hereby consent to the use in the Registration Statement (Amendment No. 4) of Adara Acquisition Corp. on Form S-4 (the ?Registration Statement?) and in the Proxy Statement/Prospectus of Adara Acquisition Corp., which is part of the Registration Statement, of our written opinion, dated June 21, 2022, appearing as Annex D to such Proxy Statement/Prospectus, |
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| November 30, 2022 |
1271 Avenue of the Americas |New York, NY 10020 blankrome.com Phone: (212) 885-5000 Fax: (917) 332-3057 Email: [email protected] November 30, 2022 VIA EDGAR AND OVERNIGHT DELIVERY Scott Anderegg Lilyanna Peyser Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 Re: Adara Acquisition Corp. Amen |
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| November 25, 2022 |
425 1 tm2231285d18k.htm 425 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): November 25, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction |
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| November 25, 2022 |
Alliance Entertainment Investor Presentation November 23 , 2022 Exhibit 99.1 Alliance Entertainment Investor Presentation November 23 , 2022 Legal Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states o |
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| November 25, 2022 |
Alliance Entertainment Investor Presentation November 23 , 2022 Exhibit 99.1 Alliance Entertainment Investor Presentation November 23 , 2022 Legal Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states o |
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| November 25, 2022 |
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): November 25, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 23, 2022 |
Exhibit 99.7 CONSENT OF THINKEQUITY LLC We hereby consent to the use in the Registration Statement (Amendment No. 3) of Adara Acquisition Corp. on Form S-4 (the ?Registration Statement?) and in the Proxy Statement/Prospectus of Adara Acquisition Corp., which is part of the Registration Statement, of our written opinion, dated June 21, 2022, appearing as Annex D to such Proxy Statement/Prospectus, |
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| November 23, 2022 |
Consent of Chris Nagelson to be named as a director nominee. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Adara Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments |
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| November 23, 2022 |
As filed with the Securities and Exchange Commission on November 23, 2022 Table of Contents As filed with the Securities and Exchange Commission on November 23, 2022 Registration No. |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ 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: 001-40014 |
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| November 8, 2022 |
EX-99.6 6 tm2219568d12ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF THINKEQUITY LLC We hereby consent to the use in the Registration Statement (Amendment No. 2) of Adara Acquisition Corp. on Form S-4 (the “Registration Statement”) and in the Proxy Statement/Prospectus of Adara Acquisition Corp., which is part of the Registration Statement, of our written opinion, dated June 21, 2022, appearing a |
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| November 8, 2022 |
As filed with the Securities and Exchange Commission on November 8, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 8, 2022 Registration No. |
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| November 8, 2022 |
Exhibit 99.5 PRELIMINARY PROXY CARD SUBJECT TO COMPLETION ADARA ACQUISITION CORP. 211 East Blvd. Charlotte, NC 28203 SPECIAL MEETING OF STOCKHOLDERS , 2022 YOUR VOTE IS IMPORTANT ADARA ACQUISITION CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2022 The undersigned, revoking any previous proxies relating to these shares, hereby acknow |
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| November 8, 2022 |
1271 Avenue of the Americas | New York, NY 10020 blankrome.com Phone: (212) 885-5000 Fax: (917) 332-3057 Email: [email protected] November 8, 2022 VIA EDGAR AND OVERNIGHT DELIVERY Scott Anderegg Lilyanna Peyser Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 Re: Adara Acquisition Corp. Amen |
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| October 20, 2022 |
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 20, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 20, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 20, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 20, 2022 |
Alliance Entertainment Investor Presentation October 20 , 2022 Exhibit 99.1 Alliance Entertainment Investor Presentation October 20 , 2022 Legal Disclaimer This presentation (together with oral statements made in connection herewith, this ?Presentation?) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or |
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| October 20, 2022 |
Alliance Entertainment Investor Presentation October 20 , 2022 Exhibit 99.1 Alliance Entertainment Investor Presentation October 20 , 2022 Legal Disclaimer This presentation (together with oral statements made in connection herewith, this ?Presentation?) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or |
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| October 18, 2022 |
Exhibit 10.20 ? SECOND AMENDMENT TO LEASE AGREEMENT ? This Second Amendment to Lease Agreement (this ?Second Amendment?) is made this 1st day of August, 2014, by and between KTR LOU I LLC, a Delaware limited liability company (?Landlord?) and Alliance Entertainment, LLC, a Delaware limited liability Company (?Tenant?). ? RECITALS ? WHEREAS, Cedar Grove-Crossdock, LLC, a Kentucky limited liability |
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| October 18, 2022 |
Exhibit 99.6 CONSENT OF THINKEQUITY LLC We hereby consent to the use in the Registration Statement (Amendment No. 1) of Adara Acquisition Corp. on Form S-4 (the ?Registration Statement?) and in the Proxy Statement/Prospectus of Adara Acquisition Corp., which is part of the Registration Statement, of our written opinion, dated June 21, 2022, appearing as Annex D to such Proxy Statement/Prospectus, |
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| October 18, 2022 |
Alliance Entertainment Investor Presentation October 12 , 2022 Confidential Exhibit 99.1 Alliance Entertainment Investor Presentation October 12 , 2022 Confidential Legal Disclaimer This presentation (together with oral statements made in connection herewith, this ?Presentation?) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in |
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| October 18, 2022 |
Specimen Class A Common Stock Certificate. ? Exhibit 4.5 ? NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] ? ALLIANCE ENTERTAINMENT HOLDING CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK ? This Certifies that ? is the owner of ? FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ? ALLIANCE ENTERTAINMENT HOLDING CORPORATION (THE ?COMPANY?) |
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| October 18, 2022 |
Exhibit 10.21 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Guaranty?) is made as of November 9, 2012, by Project Panther Acquisition Corporation, a Delaware corporation, with its principal place of business at 360 North Crescent Drive, Beverly Hills, CA 90210 (?Guarantor?), in favor of KTR LOU I LLC, a Delaware limited liability company (the ?Landlord?). PREAMBLE A.Alliance Entertainment, LLC |
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| October 18, 2022 |
Exhibit 10.22 ? INDEX TO ? OFFICE LEASE ? ? ? SECTION PAGE ? ? BASIC LEASE INFORMATION RIDER: ? ? ? 1. PREMISES: COMMON AREAS 5 2. LEASE TERM: LEASE DATE 5 3. RENT 5 4. SECURITY DEPOSIT 8 5. USE 8 6. DELAY OF POSSESSION 8 7. ACCEPTANCE OF PREMISES: LANDLORD?S WORK 9 8. PARKING 9 9. BUILDING SERVICES 9 10. SECURITY 10 11. REPAIRS AND MAINTENANCE 11 12. TENANT?S ALTERATIONS 12 13. LANDLORD?S ADDITIO |
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| October 18, 2022 |
EX-10.24 19 adra-20220630xex10d24.htm EXHIBIT 10.24 Exhibit 10.24 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of the day of August, 2016, by and between FRENCH OVERSEAS COMPANY, LLC, a Florida limited liability company (“Landlord”), and ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company authorized to do business in the State of Florida (“ |
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| October 18, 2022 |
Exhibit 10.23 ?? FIRST AMENDMENT TO LEASE (COMMENCEMENT DATE AGREEMENT AND MODIFICATION) ?? This First Amendment to Lease (this ?Amendment?) is made effective as of January 31, 2012, by and between FRENCH OVERSEAS COMPANY, LLC, a Florida limited company (?Landlord?), and ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company authorized to do business in the State of Florida (?Tenant?). |
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| October 18, 2022 |
EX-10.18 13 adra-20220630xex10d18.htm EXHIBIT 10.18 Exhibit 10.18 MULTl-TENANT INDUSTRIAL TRIPLE NET LEASE Effective Date: December 14, 2007 BASIC LEASE INFORMATION Landlord: Cedar Grove – Crossdock, LLC a Kentucky limited liability company Landlord’s Address For Notice: Cedar Grove – Crossdock, LLC 200 S. 5th Street, Suite 400-S Louisville, Kentucky Telephone: 502-566-0300 Fax: 502-566-0322 Landl |
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| October 18, 2022 |
Alliance Entertainment Investor Presentation October 12 , 2022 Confidential Exhibit 99.1 Alliance Entertainment Investor Presentation October 12 , 2022 Confidential Legal Disclaimer This presentation (together with oral statements made in connection herewith, this ?Presentation?) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in |
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| October 18, 2022 |
? Exhibit 10.27 ?? EMPLOYMENT AGREEMENT ?? EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of , between Alliance Entertainment Holding Corporation (the ?Company?) and Bruce Ogilvie (?Executive,? together with the Company, the ?Parties? and, each, a ?Party?). ?? WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth |
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| October 18, 2022 |
EX-10.19 14 adra-20220630xex10d19.htm EXHIBIT 10.19 Exhibit 10.19 FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (this “First Amendment”) is made this 18 day of January, 2013 by and between KTR LOU I LLC, a Delaware limited liability company (“Landlord”) and Alliance Entertainment, LLC, a Delaware limited liability Company (“Tenant”). RECITALS WHEREAS, Cedar Grove-Cross |
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| October 18, 2022 |
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 17, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 18, 2022 |
? Exhibit 10.25 STANDARD INDUSTRIAL LEASE THIS INDUSTRIAL LEASE AGREEMENT (?Lease?) dated for reference purposes only as of the 12th day of August, 2020 by and between SCRS VALLEY PARK BUSINESS CENTER, LLC, a Delaware limited liability company (?Landlord?), and COKEM INTERNATIONAL, LTD., a Minnesota corporation (?Tenant?). 1. BASIC LEASE PROVISIONS. 1.1DATE OF THE LEASE (FOR REFERENCE PURPOSES):Au |
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| October 18, 2022 |
EX-10.13 8 adra-20220630xex10d13.htm EXHIBIT 10.13 Exhibit 10.13 Execution Version AMENDMENT NUMBER NINE TO LOAN AND SECURITY AGREEMENT This AMENDMENT NUMBER NINE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 24, 2022, is entered into by and among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, a Delaware corporation (“Alliance Holding”), PROJECT PANTHER ACQUISITION CORPORATIO |
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| October 18, 2022 |
EX-10.16 11 adra-20220630xex10d16.htm EXHIBIT 10.16 Exhibit 10.16 LEASE AGREEMENT LIBERTY PROPERTY LIMITED PARTNERSHIP Landlord AND COKEM INTERNATIONAL, LTD. Tenant AT VALLEY PARK BUSINESS CENTER A 5651 INNOVATION BOULEVARD SHAKOPEE, MINNESOTA LEASE AGREEMENT INDEX § Section Page 1. Basic Lease Terms and Definitions 1 2. Premises 2 3. Use 2 4. Term; Possession 2 5. Rent; Taxes 2 6. Operating Expen |
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| October 18, 2022 |
Exhibit 10.11 INDEMNITY AGREEMENT This Indemnity Agreement (?Agreement?) is made as of , 20 by and between Alliance Entertainment Holding Corporation, a Delaware corporation (the ?Company?), and , a member of the Board of Directors of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and ad |
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| October 18, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 17, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commissio |
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| October 18, 2022 |
? Exhibit 4.6 ? [Form of Warrant Certificate] ? Number ? Warrants ? THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ? ALLIANCE ENTERTAINMENT HOLDING CORPORATION Incorporated Under the Laws of the State of Delaware ? CUSIP [] ? Warrant Certificate ? This Warrant Certificate certifies that , or registere |
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| October 18, 2022 |
EX-10.28 23 adra-20220630xex10d28.htm EXHIBIT 10.28 Exhibit 10.28 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of , between Alliance Entertainment Holding Corporation (the “Company”) and Jeffery Walker (“Executive,” together with the Company, the “Parties” and, each, a “Party”). WHEREAS, the Company desires to employ Executive, and Executive desires to accept such e |
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| October 18, 2022 |
? Exhibit 10.26 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this ?Amendment?) is entered into as of 6/26/20, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (?Landlord?), and COKEM INTERNATIONAL, LTD., a Minnesota corporation (?Tenant?). W I T N E S S E T H: WHEREAS, Landlord and Tenant have entered into a Lease Agreement dated August 18, 2017, |
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| October 18, 2022 |
Exhibit 10.17 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this ?Amendment?) is made as of the 22nd day of January, 2018, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (?Landlord?), and COKEM INTERNATIONAL, LTD., a Minnesota corporation (?Tenant?). BACKGROUND: A.Landlord and Tenant are parties to that certain Lease Agreement dated as of August 1 |
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| October 18, 2022 |
Exhibit 10.15 ?? Execution Version ?? AMENDMENT NUMBER ELEVEN? TO LOAN AND SECURITY AGREEMENT ?? This AMENDMENT NUMBER ELEVEN TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of June?30, 2022, is entered into by and among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, a Delaware corporation (?Alliance Holding?), PROJECT PANTHER ACQUISITION CORPORATION, a Delaware corporation (?Panther?), A |
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| October 18, 2022 |
Exhibit 10.14 ?Execution Version ?AMENDMENT NUMBER TEN TO LOAN AND SECURITY AGREEMENT ?This AMENDMENT NUMBER TEN TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of May?4, 2022, is entered into by and among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, a Delaware corporation (?Alliance Holding?), PROJECT PANTHER ACQUISITION CORPORATION, a Delaware corporation (?Panther?), AEC DIRECT, LLC, |
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| October 18, 2022 |
As filed with the Securities and Exchange Commission on October 17, 2022 Table of Contents As filed with the Securities and Exchange Commission on October 17, 2022 Registration No. |
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| October 18, 2022 |
Exhibit 10.12 LOAN AND SECURITY AGREEMENT ? Dated as of February 21, 2017 ? ALLIANCE ENTERTAINMENT HOLDING CORPORATION, PROJECT PANTHER ACQUISITION CORPORATION, AEC DIRECT, LLC, ALLIANCE ENTERTAINMENT, LLC, and DIRECTTOU, LLC, ? as Borrowers BANK OF AMERICA, N.A., ? as Agent BANK OF AMERICA, N.A., ? as Sole Lead Arranger and Sole Bookrunner ? ? ? TABLE OF CONTENTS ? ? ? ? ? ? Page ? ? ? SECTION 1. |
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| October 17, 2022 |
1271 Avenue of the Americas | New York, NY 10020 blankrome.com Phone: (212) 885-5000 Fax: (917) 332-3057 Email: [email protected] October 17, 2022 VIA EDGAR AND OVERNIGHT DELIVERY Scott Anderegg Lilyanna Peyser Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 Re: Adara Acquisition Corp. Regi |
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| September 12, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 11, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 5, 2022 |
Alliance Entertainment Expands Line of Credit to $225,000,000, led by Bank of America 425 1 tm2222642d1425.htm 425 Filed by Adara Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Adara Acquisition Corp. Commission File No.: 001-40014 Alliance Entertainment Expands Line of Credit to $225,000,000, led by Bank of America Sunrise, FL – August 4, 2022 – Alliance Ent |
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| July 12, 2022 |
Exhibit 99.7 CONSENT OF THINKEQUITY LLC We hereby consent to the use in the Registration Statement of Adara Acquisition Corp. on Form S-4 (the ?Registration Statement?) and in the Proxy Statement/Prospectus of Adara Acquisition Corp., which is part of the Registration Statement, of our written opinion, dated June 21, 2022, appearing as Annex D to such Proxy Statement/Prospectus, and to the descrip |
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| July 12, 2022 |
Consent of Paul Eibeler to be named as a director nominee. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Adara Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments |
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| July 12, 2022 |
Calculation of Filing Fees Table. Exhibit 107 Calculation of Filing Fee Tables S-4 (Form Type) ADARA ACQUISITION CORP. |
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| July 12, 2022 |
Consent of Jeff Walker to be named as a director. EX-99.2 6 adra-20220331xex99d2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Adara Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the R |
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| July 12, 2022 |
As filed with the Securities and Exchange Commission on July 11, 2022 Table of Contents ? As filed with the Securities and Exchange Commission on July 11, 2022 Registration No. |
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| July 12, 2022 |
Consent of Terilea Wielenga to be named as a director nominee. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Adara Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments |
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| July 12, 2022 |
Consent of Bruce Ogilvie to be named as a director. Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Adara Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments |
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| July 12, 2022 |
Consent of Alan Tuchman to be named as a director nominee. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Adara Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments |
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| June 29, 2022 |
Filed by Adara Acquisition Corp. pursuant to Filed by Adara Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Adara Acquisition Corp. Commission File No.: 001-40014 C O R P O R A T E P A R T I C I P A N T S Tom Finke, Chairman and Chief Executive Officer, Adara Acquisition Corp. Bruce Ogilvie, Co-Founder and Executive Cha |
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| June 23, 2022 |
EX-2.1 2 tm2219001d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among ADARA ACQUISITION CORP., ADARA MERGER SUB, INC., and ALLIANCE ENTERTAINMENT HOLDING CORPORATION Dated as of June 22, 2022 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 12 Section 1.03 Construction 14 Article II. AG |
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| June 23, 2022 |
Promissory Note, dated June 22, 2022, made by Adara to Blystone & Donaldson, LLC. EX-10.1 3 tm2219001d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PROMISSORY NOTE Up to $250,000 As of June 22, 2022 Charlotte, North Carolina Adara Acquisition Corp. (the “Maker”) promises to pay to the order of Blystone & Donaldson, LLC (the “Payee”) the principal sum of Two Hundred Fifty Thousand Dollars and 00/100 ($250,000) or such lesser amount as shall have been advanced by Payee to Maker and shall |
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| June 23, 2022 |
Promissory Note, dated June 22, 2022, made by Adara to Blystone & Donaldson, LLC. Exhibit 10.1 PROMISSORY NOTE Up to $250,000 As of June 22, 2022 Charlotte, North Carolina Adara Acquisition Corp. (the “Maker”) promises to pay to the order of Blystone & Donaldson, LLC (the “Payee”) the principal sum of Two Hundred Fifty Thousand Dollars and 00/100 ($250,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturit |
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| June 23, 2022 |
Alliance Entertainment Investor Presentation June 23 , 2022 Confidential EX-99.2 6 tm2219001d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Alliance Entertainment Investor Presentation June 23 , 2022 Confidential Legal Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor |
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| June 23, 2022 |
Exhibit 99.1 Alliance Entertainment to Become an NYSE American Publicly Traded Company Via Business Combination with Adara Acquisition Corp. in $480 Million Transaction · Alliance Entertainment is a leading Direct-to-Consumer and eCommerce provider to the Entertainment Industry. Alliance Entertainment is the gateway between leading entertainment brands and retailers offering over 485,000 unique in |
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| June 23, 2022 |
Alliance Entertainment Investor Presentation June 23 , 2022 Confidential Exhibit 99.2 Alliance Entertainment Investor Presentation June 23 , 2022 Confidential Legal Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only . This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any |
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| June 23, 2022 |
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): June 22, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 23, 2022 |
Promissory Note, dated June 22, 2022, made by Adara to Thomas Finke. Exhibit 10.2 PROMISSORY NOTE Up to $250,000 As of June 22, 2022 Charlotte, North Carolina Adara Acquisition Corp. (the ?Maker?) promises to pay to the order of Thomas Finke (the ?Payee?) the principal sum of Two Hundred Fifty Thousand Dollars and 00/100 ($250,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as de |
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| June 23, 2022 |
Promissory Note, dated June 22, 2022, made by Adara to Thomas Finke. Exhibit 10.2 PROMISSORY NOTE Up to $250,000 As of June 22, 2022 Charlotte, North Carolina Adara Acquisition Corp. (the “Maker”) promises to pay to the order of Thomas Finke (the “Payee”) the principal sum of Two Hundred Fifty Thousand Dollars and 00/100 ($250,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as de |
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| June 23, 2022 |
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): June 22, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 23, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among ADARA ACQUISITION CORP., ADARA MERGER SUB, INC., and ALLIANCE ENTERTAINMENT HOLDING CORPORATION Dated as of June 22, 2022 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 12 Section 1.03 Construction 14 Article II. AGREEMENT AND PLAN OF MERGER 14 Section 2.01 |
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| June 23, 2022 |
Exhibit 99.1 Alliance Entertainment to Become an NYSE American Publicly Traded Company Via Business Combination with Adara Acquisition Corp. in $480 Million Transaction · Alliance Entertainment is a leading Direct-to-Consumer and eCommerce provider to the Entertainment Industry. Alliance Entertainment is the gateway between leading entertainment brands and retailers offering over 485,000 unique in |
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| June 3, 2022 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* ADARA ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 00653H102 (CUSIP Number) May 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| June 1, 2022 |
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): June 1, 2022 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 13, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ????) * Adara Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 00653H102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G AMENDMENT NO. |
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| February 2, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Adara Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00653H102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| January 19, 2022 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ADARA ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 00653H102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| December 21, 2021 |
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): December 16, 2021 ADARA ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40014 85-2373325 (State or Other Jurisdiction of Incorporation) (Commissi |
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| December 21, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 13, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Adara Acquisition Corp. |
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| May 24, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2021 |
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): May 24, 2021 (May 20, 2021) Adara Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40014 85-2373325 (State or other jurisdiction of incorporation) |
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| May 17, 2021 |
NT 10-Q 1 tm2113994d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40014 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Repo |
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| March 19, 2021 |
Exhibit 99.1 Adara Acquisition Corp. Announces Separate Trading of its Class A Common Stock and Warrants, Commencing March 24, 2021 Charlotte, NC, March 19, 2021 (BUSINESSWIRE) ? Adara Acquisition Corp. (NYSE American: ADRA.U) (the ?Company?) announced today that, commencing March 24, 2021, holders of the 11,500,000 units sold in the Company?s initial public offering may elect to separately trade |
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| March 19, 2021 |
Financial Statements and Exhibits, Other Events 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 19, 2021 Adara Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40014 85-2373325 (State or other jurisdiction of incorporation) (Commission |
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| February 19, 2021 |
CUSIP No: 00653H201 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* Adara Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00653H201** ( |
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| February 18, 2021 |
ADARA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 ADARA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Adara Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 11, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Adara Acquisition Corp. Opinion |
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| February 18, 2021 |
Financial Statements and Exhibits, Other Events 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): February 18, 2021 (February 11, 2021) Adara Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40014 85-2373325 (State or other jurisdiction of inco |
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| February 12, 2021 |
Exhibit 10.5 Adara Acquisition Corp. 8845 Red Oak Boulevard Charlotte, NC 28217 February 8, 2021 Adara Sponsor LLC 8845 Red Oak Boulevard Charlotte, NC 28217 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Adara Acquisition Corp. (the ?Company?) and Adara Sponsor LLC (the ?Sponsor?), dated as of the date hereof, will confirm our agreement that, comme |
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| February 12, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Adara Acquisition Corp., a Delaware corporation (the ?Company?), and Adara Sponsor LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company inte |
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| February 12, 2021 |
EX-4.1 4 tm216260d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the |
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| February 12, 2021 |
Adara Acquisition Corp. Announces Closing of $115 Million Initial Public Offering Exhibit 99.2 Adara Acquisition Corp. Announces Closing of $115 Million Initial Public Offering Charlotte, NC, February, 11, 2021 (BUSINESSWIRE)- Adara Acquisition Corp. (the ?Company?), a newly incorporated blank check company, today announced that it closed its initial public offering of 11,500 ,000 units, including 1,500,000 units upon full exercise of the underwriters? over-allotment option, at |
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| February 12, 2021 |
Exhibit 10.1 February 8, 2021 Adara Acquisition Corp. 8845 Red Oak Boulevard Charlotte, NC 28217 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Adara Acquisition Corp., a Delaware corporation (the ?Company?), and ThinkEquity, a |
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| February 12, 2021 |
Amended and Restated Certificate of Incorporation of Adara. Exhibit 3.1 Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?ADARA ACQUISITION CORP.?, FILED IN THIS OFFICE ON THE EIGHTH DAY OF FEBRUARY, A.D. 2021, AT 2:54 O?CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 3387747 8100 SR# 20210372006 Authen |
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| February 12, 2021 |
ADARA ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York February 8, 2021 ThinkEquity, A Division of Fordham Financial Management, Inc. 17 State Street, 22nd Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Adara Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement wit |
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| February 12, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 8, 2021, by and between Adara Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, File No. 333-2501 |
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| February 12, 2021 |
Adara Acquisition Corp. Announces Pricing Of $100 Million Initial Public Offering Exhibit 99.1 Adara Acquisition Corp. Announces Pricing Of $100 Million Initial Public Offering Charlotte, NC, Feb 8, 2021 (BUSINESSWIRE) – Adara Acquisition Corp. (the “Company”), a newly incorporated blank check company, today announced the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units will be listed on the NYSE American stock exchange (“NYSE |
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| February 12, 2021 |
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): February 11, 2021 (February 8, 2021) Adara Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40014 85-2373325 (State or other jurisdiction of incor |
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| February 12, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 8, 2021, is made and entered into by and among Adara Acquisition Corp., a Delaware corporation (the ?Company?) and Adara Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and ThinkEquity, a division of Fordham Financial Management, Inc. ( ?ThinkEquity?) and each of |
