Alliance Entertainment Holding Corporation (AENT) Quote

AENT new 52 week low

AENT new 52 week low

AENT moved to the Nasdaq from the OTC:

https://otce.finra.org/otce/dailyList?viewType=Deletions

Adara Acquisition Corp., ADRA, changed to Alliance Entertainment Holding Corp., AENT:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

ADRA delisted from the NYSE to the OTC:

https://otce.finra.org/otce/dailyList?viewType=Additions

“Subject to certain exceptions, Adara will issue to the holders of Alliance Common Stock immediately prior to the Closing (“Contingent Consideration Eligible Company Equityholders”) 60,000,000 shares of Adara Class E Common Stock in the aggregate (the “Contingent Shares”) held in escrow until certain price targets are achieved by Adara between the fifth anniversary and the tenth anniversary of the Closing (the “Contingent Consideration Period”). With respect to each price target, a triggering event occurs on the first date on which the Adara Class A Common Stock (as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or the like) over any twenty (20) day trading period during a thirty (30) trading days during the Contingent Consideration Period trades with a volume-weighted average price greater than or equal to $20.00, $30.00 or $50.00 (“Triggering Event I,” “Triggering Event II” and “Triggering Event III,” respectively). Upon the occurrence of Triggering Event I prior to the fifth year anniversary of the Closing, an aggregate of 20,000,000 Contingent Shares will be released from escrow; upon the occurrence of Triggering Event II prior to the seventh year anniversary of the Closing, an aggregate of 20,000,000 Contingent Shares will be released from escrow; and upon the occurrence of Triggering Event III prior to the tenth year anniversary of the Closing, an aggregate of 20,000,000 Contingent Shares will be released from escrow.

Each Triggering Event shall only occur once, if at all, and in no event shall the Contingent Consideration Eligible Company Equityholders be entitled to receive an aggregate of more than 60,000,000 Contingent Shares. Triggering Event I, Triggering Event II and Triggering Event III may be achieved at the same time or over the same overlapping trading days. The Contingent Consideration Shares released as a result of a Triggering Event will automatically convert into the same number of shares of Adara Class A Common Stock. All Contingent Consideration Shares that are not earned on or before the expiration of the Contingent Consideration Period will be automatically forfeited and cancelled.”

https://www.otcmarkets.com/filing/html?id=16160203&guid=ovz-k6lorYfaEch

“8:31a ET 10/4/2022 - BusinessWire
Alliance Entertainment to Present at Upcoming October Investor Conferences in Chicago and New York City

Alliance Entertainment Holding Corporation ("Alliance Entertainment"), a distributor and wholesaler of the world's largest in stock selection of music, movies, video games, electronics, arcades, and collectibles, announced today it will present at the MicroCap Rodeo Windy City Roundup Conference being held at the Swissotel in Chicago on October 12 - 13, 2022 and The ThinkEquity Conference taking place at the Mandarin Oriental Hotel in New York City on October 26, 2022.

Alliance Entertainment management will conduct in-person 30-minute one-on-one meetings and deliver the Company's presentations which can be viewed live and via replay at the webcast link available on the Adara Acquisition Corp. investor relations website at www.adaraspac.com.

MicroCap Rodeo Windy City Roundup ConferenceDate: October 12 - 13, 2022Location: ChicagoPresentation Time: October 12, 2022, at 9:00 am CT (7:00 am PT) in TRACK 3Format: In-person 1x1's and PresentationsConference Website: Click here

The ThinkEquity ConferenceDate: October 26, 2022Location: New York CityPresentation Time: October 26, 2022, at 10:30 am ET (7:30 am PT) in South Salon IFormat: In-person 1x1's and PresentationsConference Website: Click here

For more information on the MicroCap Rodeo Windy City Roundup Conference, or The ThinkEquity Conference or to schedule a one-on-one meeting with Alliance Entertainment management, please contact your conference representative or you may also email your request to AENT@mzgroup.us or call Chris Tyson at (949) 491-8235.

On June 23, 2022, Alliance Entertainment announced that it will become publicly listed through a merger transaction with Adara Acquisition Corp. (NYSE: ADRA, ADRA.U, ADRA.WS) ("Adara"), a publicly traded special purpose acquisition company. The transaction is expected to close in the fourth quarter of 2022, at which point the combined company's common stock is expected to trade on the NYSE American under the ticker symbol "AENT".“

“ASSETS
Current assets
Cash
$
9,607
$
724,410
Prepaid expenses

120,833

199,166
Total Current Assets
130,440
923,576
Marketable securities held in Trust Account
116,318,176
116,160,281
TOTAL ASSETS
$
116,448,616
$
117,083,857
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT



Current liabilities
Accrued expenses
$
569,468
$
440,245
Promissory note
330,000
—
Total Current Liabilities

899,468

440,245
Warrant Liabilities

1,785,600

4,860,800
TOTAL LIABILITIES

2,685,068

5,301,045”
https://ih.advfn.com/stock-market/AMEX/adara-acquisition-ADRA/stock-news/89042264/amended-quarterly-report-10-q-a

“8:33a ET 6/23/2022 - Benzinga
Alliance Entertainment To Become an NYSE American Publicly Traded Company Via Business Combination With Adara Acquisition In $480M Transaction

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 stock SKUs.
Generated annualized revenue of $1.4 billion and Adjusted EBITDA of $76 million as of March 31, 2022.
Transaction is expected to enable further investment in growth including automating facilities, upgrading proprietary software and positions Alliance Entertainment to increase market share.
Transaction also positions Alliance Entertainment to drive inorganic growth through a roll-up strategy of acquiring and integrating competitors and complementary businesses.
Transaction represents attractive entry valuation based on 6.2x TTM EBITDA for Alliance compared to similar businesses and transactions.
Combined company to have a proforma equity value of approximately $480 million and expected to have an estimated $109 million in gross cash proceeds after closing.
Chairman Bruce Ogilvie and CEO Jeff Walker will continue to lead the combined company, with its current proven management team.
Transaction is expected to close in the fourth quarter, with the combined company anticipated to be listed on the NYSE American under the symbol "AENT".
A joint investor conference call to discuss the proposed transaction will be conducted today, June 23, 2022, at 12:30 PM Eastern time.
Adara Acquisition Corp. ("Adara") (NYSE:ADRA, ADRA.U, ADRA.WS)))), a special purpose acquisition corporation, today announced the signing of a definitive business combination agreement with Alliance Entertainment Holding Corporation ("Alliance Entertainment"), a distributor and wholesaler of the world's largest in stock selection of music, movies, video games, electronics, arcades, and collectibles.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220623005383/en/

Upon closing the combined entity is expected to be listed on the New York Stock Exchange American under the ticker symbols "AENT" and "AENT.WS". Bruce Ogilvie and Jeff Walker will continue to lead the Company as Chairman and CEO, respectively.

Alliance Entertainment Highlights

With more than thirty-five years of distribution experience, Alliance Entertainment serves customers of every size, providing a robust suite of services to resellers and leading retailers worldwide. The Company's efficient processing and essential seller tools noticeably reduce the costs associated with administrating multiple vendor relationships, while helping omni-channel retailers expand their product selection and fulfillment goals.

Alliance stocks over 485,000 unique entertainment products from Microsoft, Nintendo, Activision, Electronic Arts, Sega, Funko, Disney, Warner Home Video, Universal Video, Sony Pictures, Fox, Lionsgate, Paramount, Warner Music, Sony Music, Universal Music, Mattel, Lego, Hasbro, Arcade1Up, and over 500 additional Entertainment product manufacturers.

Through the exclusive distribution divisions of AMPED, Distribution Solutions, and Cokem, Alliance is the exclusive distributor of over 57,300 unique Vinyl, CD, DVD, and Video Game products to retailers worldwide.

eCommerce fulfillment is a cornerstone of Alliance's success and a significant growing division with over 38% of the companies $1.4 billion in sales being delivered directly to consumers homes. In 2021 over 13,845,000 products were delivered as a drop shipper for Amazon, Walmart, Best Buy, Wayfair, GameStop, Kohls, Target, and hundreds of additional eCommerce customers. The DTU division of Alliance also has its own websites and retail brands such as Deepdiscount.com, Popmarket.com, Importcds.com, Critic's Choice Video, Collectors Choice Music, and Movies Unlimited. In addition, the Company has worldwide accounts on eBay, Amazon Marketplace, Discogs, and many more.

Through strategic acquisitions led by Bruce and Jeff, Alliance Entertainment has expanded its relationships with leading media brands and global retailers, as well as diversified its product offerings. As a public company, Alliance Entertainment will enhance its ability to pursue future acquisitions, while also investing in further automation of its distribution facilities and upgrading its proprietary suite of software.

"Alliance Entertainment, with limited capital, has grown into a leading distributor and wholesaler of entertainment products," said Bruce Ogilvie, Chairman of Alliance Entertainment. "We are an essential partner to the best-known entertainment brands and largest retailers. As a public company, we will be well positioned to pursue future strategic combinations that further diversify our products offerings, and to invest further in our operations and proprietary technology."

Jeff Walker, CEO of Alliance Entertainment, added, "Our Company started as a business plan project at UC Irvine which led to the opening of the CD Listening Bar in 1990. Just as Amazon started in books in the 1990's, we saw the opportunity to evolve our music distribution business into a leading eCommerce company serving the biggest brands in the entertainment industry and beyond. Today, with a talented team of over 1,200 employees, and a disciplined focus on service, selection, and technology, we are well positioned to conquer new possibilities as a public company with access to additional growth capital."

Tom Finke, CEO & Chairman of Adara Acquisition Corp., commented, "Alliance Entertainment has built a strong foundation as one of the largest physical media and entertainment product distributors in the world and is a leader in fulfillment and eCommerce distribution. The Company has also expanded the efficiency and environmental efficacy of its operations through a number of ESG efforts. Our business combination will fuel this expansion, with a significant focus on increasing market share, technological advancements, enhanced Direct-to-Consumer relationships and capabilities, and expanding into new consumer products. With a proven track record of accretive acquisitions, the additional capital will enable Alliance Entertainment to effectively execute on its roll-up strategy and accelerate future growth."

Key Transaction Terms

The business combination implies a proforma equity value of the combined company of approximately $480 million. Upon completion of the transaction, and assuming no redemptions by public shareholders of Adara, the current owners of Alliance Entertainment will hold approximately 78% of the combined company and current Adara shareholders will hold approximately 22% of the combined company.

Alliance Entertainment will receive proceeds of $115 million of cash held in trust, less any deferred underwriting commissions, transaction expenses and redemptions by public shareholders of Adara exercising such rights.

The transaction, which has been unanimously approved by Alliance Entertainment's and Adara's boards of directors, is expected to close in the fourth quarter of 2022 and is subject to approval by Adara's stockholders and other customary closing conditions, including any applicable regulatory approvals.

Additional information about the transaction will be provided in a Current Report on Form 8-K that will contain an investor presentation to be filed by Adara with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov. In addition, Adara intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.

Advisors

ThinkEquity LLC is serving as financial advisor to Adara in connection with the business combination. Loeb & Loeb LLP is serving as legal advisor to Alliance Entertainment and Blank Rome LLP is serving as legal advisor to Adara.

Investor Conference Call Information

Mr. Finke, Mr. Ogilvie and Mr. Walker will host the webcast. The webcast will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of Adara Acquisition Corp.'s website here.

Alliance Entertainment and Adara will host a joint investor conference call to discuss the proposed transaction on Thursday, June 23, 2022, starting at 12:30 p.m. ET. Interested parties may listen to the prepared remarks call via telephone by dialing 1-877-704-4453, or 1-201-389-0920 for international callers, and providing the conference ID: 13730913. To view the webcast, please click https://viavid.webcasts.com/starthere.jsp?ei=1556853&tp_key=09d46197cb.

A telephone replay will be available for approximately 30 days. The replay can be accessed by dialing 1-844-512-2921 (domestic toll-free number) or 1-412-317-6671 (international) and providing the pin number: 13730913.

About Alliance Entertainment

Alliance Entertainment is a premier distributor of music, movies, and consumer electronics. We offer 485,000 unique in stock SKU's, including over 57,300 unique compact discs, vinyl LP records, DVDs, Blu-rays, and video games. Complementing our vast media catalog, we also stock a full array of related accessories, toys and collectibles. With more than thirty-five years of distribution experience, Alliance Entertainment serves customers of every size, providing a robust suite of services to resellers and retailers worldwide. Our efficient processing and essential seller tools noticeably reduce the costs associated with administrating multiple vendor relationships, while helping omni-channel retailers expand their product selection and fulfillment goals. For more information visit www.aent.com.

About Adara Acquisition Corp.

Adara raised $115 million in February 2021 and its securities are listed on the NYSE American under the ticker symbols "NYSE: ADRA, ADRA.U, ADRA.WS". Adara is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Adara is led by its CEO, Thomas Finke (former Chairman and CEO of Barings LLC) and its director, W. Tom Donaldson (founder of Blystone & Donaldson). In addition to Messrs. Finke and Donaldson, Adara's Board of Directors also include Frank Quintero, Dylan Glenn and Beatriz Acevedo-Greiff.

To learn more, please visit: https://www.adaraspac.com
“

Adara Acquisition Corp. is registered with the U.S. Security and Exchange Commission and incorporated in the state of Delaware. Adara Acquisition Corp is primarely in the business of blank checks. For financial reporting, their fiscal year ends on December 31st. This page includes all SEC registration details as well as a list of all documents (S-1, Prospectus, Current Reports, 8-K, 10K, Annual Reports) filed by Adara Acquisition Corp.