Alliance Entertainment Holding (AENT) Form 4 Change in insider ownership

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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X

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^*

Adara Sponsor LLC

(Last) (First) (Middle)

211 EAST BLVD.

(Street)

CHARLOTTE NC 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)

Director	X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/10/2023		M		1,200,000(3)	A	$0.00	1,200,000	D
Class A Common Stock	02/10/2023		J(4)		1,200,000	D	$0.00	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	02/10/2023		D			1,375,000(2)	(1)	(1)	Class A Common Stock	1,375,000	$0.00	1,200,000	D
Class B Common Stock	(1)	02/10/2023		M			1,200,000(3)	(1)	(1)	Class A Common Stock	1,200,000	$0.00	0	D
Warrant	(5)	02/10/2023		J(5)		4,120,000		(5)	(5)	Class A Common Stock	4,120,000	$0.00	4,120,000	D
Warrant	(5)	02/10/2023		J(4)			4,120,000	(5)	(5)	Class A Common Stock	4,120,000	$0.00	0	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. 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.

3. 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.

4. 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.

5. 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, Managing Member	02/13/2023
	** Signature of Reporting Person	Date
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