ALLIANCE ENTERTAINMENT HOLDING CORP (AENT): M&A transaction — Alliance Entertainment closes de-SPAC with 99.1% public redemption; $1.7M trust left; credit default

ALLIANCE ENTERTAINMENT HOLDING CORP

99.1% of Adara public shares redeemed for ~$116.6M; only 167,170 Class A shares remain outstanding.
Trust account left with only $1.7M; proceeds used to fund business combination, severely limiting cash.
Company delisted from NYSE American post-close; shares to trade on OTC Markets with reduced liquidity.
Alliance breached Fixed Charge Coverage Ratio covenant; lender issued default notice Feb 8, 2023, with deferred action.
60M contingent Class E shares issued to Alliance stockholders; earn-out over 10 years based on trigger events.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ALLIANCE ENTERTAINMENT HOLDING CORP: Change in fiscal year end from December 31 to June 30 (effective 2023-02-10).

Change: fiscal year change
Effective: 2023-02-10

Exact text from the filing

On February 10, 2023, the board of directors approved a change in the fiscal year end for the Company from December 31 to June 30.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ALLIANCE ENTERTAINMENT HOLDING CORP: Adopted a new Code of Ethics applicable to all employees, officers and directors (effective 2023-02-10).

Change: code of ethics
Effective: 2023-02-10

Exact text from the filing

on February 10, 2023, the Company’s board of directors approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ALLIANCE ENTERTAINMENT HOLDING CORP: Amended and Restated Bylaws adopted and effective as of the effective time of the Business Combination (effective 2023-02-10).

Change: bylaw amendment
Effective: 2023-02-10

Exact text from the filing

On February 10, 2023, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “A&R Bylaws ”), which became effective as of the effective time of the Business Combination.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ALLIANCE ENTERTAINMENT HOLDING CORP: Second Amended and Restated Certificate of Incorporation approved and filed (effective 2023-02-10).

Change: charter amendment
Effective: 2023-02-10

Exact text from the filing

The Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate of Incorporation ”), which became effective upon filing with the Secretary of State of the State of Delaware on February 10, 2023

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.85

ALLIANCE ENTERTAINMENT HOLDING CORP underwent a change of control involving Alliance Entertainment Holding Corporation (pre-merger Alliance) for 47,500,000 shares of Class A common stock and up to 60,000,000 shares of Class E common stock (contingent consideration) issued to Alliance stockholders. (closed 2023-02-10).

Action: change of control
Counterparty: Alliance Entertainment Holding Corporation (pre-merger Alliance)
Consideration: 47,500,000 shares of Class A common stock and up to 60,000,000 shares of Class E common stock (contingent consideration) issued to Alliance stockholders.
Closing: 2023-02-10

Exact text from the filing

Conversion and Exchange of Equity in the Business Combination Pursuant to the Business Combination Agreement, at the effective time of the Business Combination, Adara issued (i) 47,500,000 shares of Class A common stock of Adara (“ Company Common Stock ”) to holders of common stock of Alliance (“ Alliance Common Stock ”) and (ii) 60,000,000 shares of Class E Common

View on SEC.gov

74 governance changes filed in the last 30 days. Browse all governance changes →

ALLIANCE ENTERTAINMENT HOLDING CORP filing history →

Source: SEC EDGAR

accession 0001104659-23-019800

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