SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Finke Thomas M

(Last)

(First)

(Middle)

211 EAST BLVD.

(Street)

CHARLOTTE

28203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCE ENTERTAINMENT HOLDING CORP [ ADRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/10/2023		M		1,200,000⁽⁵⁾	A	$0.00	1,200,000	I	See Footnote⁽²⁾⁽³⁾
Class A Common Stock	02/10/2023		M		50,000⁽⁵⁾	A	$0.00	50,000	D
Class A Common Stock	02/10/2023		J⁽⁶⁾		1,200,000	D	$0.00	0	I	See Footnote⁽²⁾⁽³⁾
Class A Common Stock	02/10/2023		J⁽⁶⁾		73,864	A	$0.00	73,864	I	See Footnote⁽⁷⁾
Class A Common Stock	02/10/2023		J⁽⁶⁾		113,864	A	$0.00	163,864	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	02/10/2023		D			1,375,000⁽²⁾⁽⁴⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,375,000	$0.00	1,200,000⁽²⁾⁽³⁾	I	See Footnote⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	02/10/2023		M			1,200,000⁽²⁾⁽⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,200,000	$0.00	0	I	See Footnote⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	02/10/2023		M			50,000⁽⁵⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	50,000	$0.00	0	D
Warrant	⁽⁸⁾	02/10/2023		J⁽⁸⁾		4,120,000		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	4,120,000	$0.00	4,120,000	I	See Footnote⁽²⁾⁽³⁾
Warrant	⁽⁸⁾	02/10/2023		J⁽⁶⁾			4,120,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	4,120,000	$0.00	0	I	See Footnote⁽²⁾⁽³⁾
Warrant	⁽⁸⁾	02/10/2023		J⁽⁶⁾		250,000		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	250,000	$0.00	250,000	I	See Footnote⁽⁷⁾
Warrant	⁽⁸⁾	02/10/2023		J⁽⁶⁾		387,333		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	387,333	$0.00	387,333	D

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

2. These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer.

3. The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock.

4. Represents the forfeiture of 1,375,000 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Alliance Entertainment Holding Corporation.

5. Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock.

6. Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.

7. The securities are held directly by the Thomas M. Finke Family Trust dtd 12/14/2012, of which the reporting person is the grantor, the reporting person's spouse is the trustee and the reporting person's spouse and children are beneficiaries. The reporting person disclaims beneficial ownership of such securities, and the inclusion of such securities in this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.

8. Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions.

	/s/ Thomas Finke	02/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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