---
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"
generated_at: "2026-06-19T16:34:26.567262+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Alliance Entertainment closes de-SPAC with 99.1% public redemption; $1.7M trust left; credit default

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: negative
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- 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
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-019800
- JSON: https://secwatch.observer/filing/0001104659-23-019800.json
- Plain text: https://secwatch.observer/filing/0001104659-23-019800.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1823584/000110465923019800/0001104659-23-019800-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.