{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-019800","form_type":"8-K","ticker":"AENT","cik":"0001823584","company_name":"ALLIANCE ENTERTAINMENT HOLDING CORP","filed_at":"2023-02-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.818468+00:00","generated_at":"2026-06-19T16:34:26.567262+00:00","sec_items":["1.01","2.01","9.01","3.02","4.01","3.03","5.03","5.01","5.02","5.05","5.06","7.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Alliance Entertainment closes de-SPAC with 99.1% public redemption; $1.7M trust left; credit default","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-019800","json":"https://secwatch.observer/filing/0001104659-23-019800.json","markdown":"https://secwatch.observer/filing/0001104659-23-019800.md","text":"https://secwatch.observer/filing/0001104659-23-019800.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/tm235922d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T16:34:26.567262+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3380d79764803d97a255da185fa2c13f6ef4183c","claim":"ALLIANCE ENTERTAINMENT HOLDING CORP: Change in fiscal year end from December 31 to June 30 (effective 2023-02-10).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"fiscal year change"},{"label":"Effective","value":"2023-02-10"}],"fact_type":"governance_change"},{"claim_id":"728c0bf0f8b9ceca31884c0b0abe3b23d1c05cae","claim":"ALLIANCE ENTERTAINMENT HOLDING CORP: Adopted a new Code of Ethics applicable to all employees, officers and directors (effective 2023-02-10).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"code of ethics"},{"label":"Effective","value":"2023-02-10"}],"fact_type":"governance_change"},{"claim_id":"a82c91d444a4bed9094ca118b72993b637c9bc90","claim":"ALLIANCE ENTERTAINMENT HOLDING CORP: Amended and Restated Bylaws adopted and effective as of the effective time of the Business Combination (effective 2023-02-10).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-02-10"}],"fact_type":"governance_change"},{"claim_id":"b6c8c2f375d47087d49e3b8169e433ff157490e5","claim":"ALLIANCE ENTERTAINMENT HOLDING CORP: Second Amended and Restated Certificate of Incorporation approved and filed (effective 2023-02-10).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-02-10"}],"fact_type":"governance_change"},{"claim_id":"3a6365b9a6813ad92e8ca4e03b107287a523f182","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm","confidence":0.85,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Alliance Entertainment Holding Corporation (pre-merger Alliance)"},{"label":"Consideration","value":"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."},{"label":"Closing","value":"2023-02-10"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}