Alliance Entertainment Holding (AENT) 10-K30 Mar 232022 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 29, 2023
Document Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-40014
Entity Registrant Name	ALLIANCE ENTERTAINMENT HOLDING CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2373325
Entity Address, Address Line One	8201 Peters Road,
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Plantation,
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33324
City Area Code	954
Local Phone Number	255-4000
Title of 12(b) Security	None
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float	$ 117,070,000
Entity Central Index Key	0001823584
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York
Common Class A [Member]
Document Information
Entity Common Stock, Shares Outstanding		49,167,170
Common Class E [Member]
Document Information
Entity Common Stock, Shares Outstanding		60,000,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 17,956	$ 724,410
Prepaid expenses	2,500	199,166
Total Current Assets	20,456	923,576
Marketable securities held in Trust Account	117,809,450	116,160,281
TOTAL ASSETS	117,829,906	117,083,857
Current liabilities
Accrued expenses	1,642,990	440,245
Income taxes payable	264,485
Advance from related party	30,582
Promissory note	471,599
Total Current Liabilities	2,409,656	440,245
Warrant Liabilities	693,900	4,860,800
TOTAL LIABILITIES	3,103,556	5,301,045
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding as of December 31, 2022 and 2021
Accumulated deficit	(2,414,653)	(4,367,476)
Total Stockholders' Deficit	(2,414,365)	(4,367,188)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' DEFICIT	117,829,906	117,083,857
Class B common Stock
Stockholders' Deficit
Common stock value	288	288
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption, $0.0001 par value; 11,500,000 shares at $10.19 and $10.10 redemption value at December 31, 2022 and 2021, respectively	$ 117,140,715	$ 116,150,000

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common Stock
Common stock, par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Class A common stock subject to possible redemption
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	11,500,000	11,500,000
Temporary equity, redemption price per share	$ 10.19	$ 10.10
Class A common stock not subject to possible redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common Stock
Common stock, par value (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating and formation costs	$ 2,608,046	$ 976,831
Loss from operations	(2,608,046)	(976,831)
Other income (expense):
Interest earned on marketable securities held in Trust Account	1,649,169	10,281
Transaction costs incurred in connection with IPO		(86,544)
Change in fair value of warrants liabilities	4,166,900	4,297,300
Other income, net	5,816,069	4,221,037
Income before provision for income taxes	3,208,023	3,244,206
Provision for income taxes	(264,485)
Net income	$ 2,943,538	$ 3,244,206
Class A common Stock
Other income (expense):
Weighted average shares outstanding, basic	11,500,000	10,208,219
Weighted average shares outstanding, diluted	11,500,000	10,208,219
Basic net income per share	$ 0.20	$ 0.25
Diluted net income per share	$ 0.20	$ 0.25
Class B common Stock
Other income (expense):
Weighted average shares outstanding, basic	2,875,000	2,831,849
Weighted average shares outstanding, diluted	2,875,000	2,875,000
Basic net income per share	$ 0.20	$ 0.25
Diluted net income per share	$ 0.20	$ 0.25

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class B common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 288	$ 24,712	$ (5,476)	$ 19,524
Balance at the beginning (in shares) at Dec. 31, 2020	2,875,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A common stock to redemption amount		(313,212)	(7,606,206)	(7,919,418)
Cash paid in excess of fair value of private warrants		288,400		288,400
Issuance of Representative Warrants		100		100
Net income			3,244,206	3,244,206
Balance at the end at Dec. 31, 2021	$ 288		(4,367,476)	(4,367,188)
Balance at the end (in shares) at Dec. 31, 2021	2,875,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A common stock to redemption amount			(990,715)	(990,715)
Net income			2,943,538	2,943,538
Balance at the end at Dec. 31, 2022	$ 288	$ 0	$ (2,414,653)	$ (2,414,365)
Balance at the end (in shares) at Dec. 31, 2022	2,875,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 2,943,538	$ 3,244,206
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(4,166,900)	(4,297,300)
Transaction costs incurred in connection with IPO		86,544
Interest earned on marketable securities held in Trust Account	(1,649,169)	(10,281)
Changes in operating assets and liabilities:
Prepaid expenses	196,666	200,834
Income taxes payable	264,485
Accrued expenses	1,202,745	435,363
Net cash used in operating activities	(1,208,635)	(340,634)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(116,150,000)
Net cash used in investing activities		(116,150,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		114,000,000
Proceeds from sale of Private Placements Warrants		4,120,000
Proceeds from sale of Unit Purchase Option		100
Proceeds from Advances from related party	30,582
Proceeds from promissory note	471,599
Repayment of promissory note - related party		(600,000)
Payment of offering costs		(407,352)
Net cash provided by financing activities	502,181	117,112,748
Net Change in Cash	(706,454)	622,114
Cash - Beginning of year	724,410	102,296
Cash - End of year	$ 17,956	$ 724,410

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Adara Acquisition Corp. (now known as Alliance Entertainment Holding Corp.) (the “Company” or “Alliance”) was incorporated in Delaware on August 5, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all the risks associated with early stage and emerging growth companies. Business Combination On February 10, 2023 (the “Closing Date”), Alliance, Adara Acquisition Corp., a Delaware corporation (“Adara”), and Adara Merger Sub, Inc., a Delaware corporation (“Merger Sub”), consummated the closing of the transactions (the “Closing“) contemplated by the Business Combination Agreement, dated June 22, 2022, by and among Alliance, Adara and Merger Sub (the “Business Combination Agreement”), following their approval at a special meeting of the stockholders of Adara held on January 18, 2023 (the “Special Meeting”). Business Prior to the Business Combination As of December 31, 2022, the Company had not commenced any operations. All activity for the period from August 5, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below). On June 22, 2022, the Company, Adara Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Alliance Entertainment Holding Corporation (“Alliance”) entered into a Business Combination Agreement (“BCA”) related to a proposed Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,120,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Adara Sponsor LLC (the “Sponsor”), generating gross proceeds of $4,120,000, which is described in Note 4. Transaction costs amounted to $1,529,462, consisting of $1,000,000 in cash underwriting fees, net of reimbursement, and $529,462 of other offering costs. Following the closing of the Initial Public Offering on February 11, 2021, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On February 10, 2023, Alliance, Adara, and Merger Sub Following the consummation of the Merger on the Closing Date, Adara changed its name from Adara Acquisition Corp. to Alliance Entertainment Holding Corporation. In connection with the Special Meeting and the Business Combination, holders of 11,332,830 shares of Adara Class A common stock, par value $0.0001 per share ( “Adara Common Stock” outstanding 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 Alliance Common Stock Company Class E Common Stock Liquidity Capital Resources and Going Concern As of December 31, 2022, the Company had cash of $17,956 not held in the Trust Account and available for working capital purposes and working capital deficit of $1,720,465. As of December 31, 2022, liquidity concerns were present. On February 10, 2023, the Company closed its Business Combination with Alliance Entertainment Holding Corporation which historically has not presented a going concern issue. Accordingly, as a result of the merger, the going concern has been alleviated.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The warrants liabilities are the Company’s most significant estimate. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the consolidated balance sheet date that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $1,442,918 were charged to stockholders’ deficit upon the completion of the Initial Public Offering, and $86,544 of the offering costs was related to the warrant liabilities and charged to the consolidated statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2022 and 2021, the Class A common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,290,000) Class A common stock issuance at cost (1,479,418) Plus: Accretion of carrying value to redemption value 7,919,418 Class A common stock subject to possible redemption, December 31, 2021 116,150,000 Plus: Accretion of carrying value to redemption value 990,715 Class A common stock subject to possible redemption, December 31, 2022 $ 117,140,715 Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each consolidated balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations. The Private Warrants, Public Warrants, and the Representative Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public and the Private Warrants as of each relevant date. The Representative Warrants used the binomial lattice model as of each relevant date. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740- 270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 8.24% ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 9,870,000 shares of Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per common share for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 2,354,830 $ 588,708 $ 2,539,677 $ 704,529 Denominator: Basic weighted average shares outstanding 11,500,000 2,875,000 10,208,219 2,831,849 Basic net income per common share $ 0.20 $ 0.20 $ 0.25 $ 0.25 Years Ended December 31, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 2,354,830 $ 588,708 $ 2,539,677 $ 704,529 Denominator: Basic weighted average shares outstanding 11,500,000 2,875,000 10,208,219 2,875,000 Basic net income per common share $ 0.20 $ 0.20 $ 0.25 $ 0.25 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, inclusive of 1,500,000 Units sold to the underwriters on February 11, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,120,000 Placement Warrants at a price of $1.00 per Placement Warrant, for an aggregate purchase price of $4,120,000 from the Company in a private placement. Each Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10). The proceeds from the sale of the Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Advances from Related Party As of December 31, 2022, Blystone & Donaldson, LLC advanced the Company $30,582. Promissory Note — Related Party On August 5, 2020, the Sponsor issued an unsecured promissory note to the Company, which was amended and restated on November 18, 2020 (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $600,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2021, there was no amounts outstanding under the Promissory Note. No future borrowings are permitted. On June 22, 2022, Blystone & Donaldson, LLC issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) closing of the Merger as described in the BCA or (ii) February 11, 2023. As December 31, 2022, $250,000 was outstanding under the Promissory Note. On June 22, 2022, Thomas Finke, LLC issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) closing of the Merger as described in the Business Combination Agreement (“BCA”) dated as of June 22, 2022 by and among Thomas Finke, the Company, and Adara Merger Sub Inc. and Alliance Entertainment Holding Corporation as defined therein or (ii) February 11, 2023. As December 31, 2022, $221,599 was outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Administrative Support Agreements The Company entered into an agreement, commencing on February 11, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay Adara Sponsor LLC, a total of $10,000 per month for office space and administrative support services. The agreement was terminated with Adara Sponsor LLC, when they moved out of the office space on June 2022. For the years ended December 31, 2022 and 2021, the Company incurred and paid $50,000 and $105,000 in fees for these services, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company is permitted to use interest earned on the proceeds placed in the trust account to pay taxes, which could include any excise tax due under the IR Act on any redemptions or stock buybacks by Adara. Registration Rights Pursuant to a registration rights agreement entered into on February 8, 2021, the holders of the Founder Shares, Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Agreement On February 10, 2023, Alliance, Adara, and Merger Sub, consummated the closing of the transactions contemplated by the Business Combination Agreement, dated June 22, 2022, by and among Alliance, Adara and Merger Sub, following their approval at a special meeting of the stockholders of Adara held on January 18, 2023. On June 22, 2022, the Company, Merger Sub and Alliance entered into the Business Combination Agreement, pursuant to which the Company and Alliance will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby. Pursuant to the BCA, Merger Sub will merge with and into Alliance, with Alliance being the surviving entity (the “Merger”). The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the Delaware General Corporation Law and mutually agreed by the parties and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, “Effective Time”). The parties will hold the closing immediately prior to such filing of a certificate of merger, on the closing date. The Effective Time shall occur as promptly as practicable but in no event later than three business days after the satisfaction or, if permissible, waiver of the conditions to the completion of the Business Combination set forth in the BCA (other than those conditions that by their nature are to be satisfied at closing, provided that the occurrence of the closing shall remain subject to the satisfaction or, if permissible, waiver at the closing). At the Effective Time, by virtue of the Merger and without any action on the part of Adara, Merger Sub, Alliance or the holders of any of Alliance’s securities: ● Each share of Alliance common stock issued and outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the number of shares of the Company surviving the Business Combination (the “Combined Company Common Stock”) equal to the Exchange Ratio and ● No certificates or scrip or shares representing fractional shares of Combined Company Common Stock shall be issued upon the exchange of Alliance common stock and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Adara or a holder of shares of Combined Company Common Stock. In lieu of any fractional share of Combined Company Common Stock to which each holder of Alliance common stock would otherwise be entitled, the fractional share shall be rounded up or down to the nearest whole share of Combined Company Common Stock, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding. At the closing, the Company will also issue to the Alliance stockholders shares of a to be formed Class E Common Stock (the ”Contingent Consideration Shares”) which shall be placed into an escrow account pursuant to the Contingent Consideration Shares Agreement and shall not be released from escrow over a ten-year period unless and until they are earned as a result of the occurrence of the applicable triggering event as follows: 20,000,000 Contingent Consideration Shares will be earned upon the occurrence of triggering event I prior to the five-year anniversary of the closing; 20,000,000 Contingent Consideration Shares will be earned upon the occurrence of triggering event II prior to the seven-year anniversary of the closing; and 20,000,000 Contingent Consideration Shares will be earned upon the occurrence of triggering event III prior to the ten-year anniversary of the closing. Upon the occurrence of a triggering event, the Contingent Consideration Shares released from the escrow shall automatically convert into an equal number of shares of Combined Company Common Stock. Pursuant to a letter agreement dated March 17, 2022, as amended, ThinkEquity, an Adara Initial Stockholder, will receive a financial advisory fee for serving as Adara’s financial advisor in connection with the Business Combination in an amount equal to 3.5% of the net funds held in the Trust Account after giving effect to redemptions by Adara Public Stockholders, which shall be due and payable in immediately available funds on the closing date.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
STOCKHOLDERS' DEFICIT	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent warrants and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of its Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

WARRANT LIABILITIES

WARRANT LIABILITIES	12 Months Ended
WARRANT LIABILITIES	Dec. 31, 2022
WARRANT LIABILITIES
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Placement Warrants were identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Representative Warrants The Company issued 50,000 warrants (the “Representative Warrants”), for minimal consideration, to ThinkEquity (“ThinkEquity”), a division of Fordham Financial Management, Inc. (and/or its designees), in a private placement simultaneously with the closing of Initial Public Offering. The Company accounted for the Representative Warrants as an expense of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Representative Warrants are identical to the Public Warrants except that each Representative Warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, and so long as the Representative Warrants are held by ThinkEquity (and/or its designees) or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of a Business Combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) for so long as they are held by ThinkEquity (and/or its designees), will not be exercisable more than five years from the effective date of the Initial Public Offering in accordance with FINRA Rule 5110(f)(2)(G)(i). The Representative Warrants and the underlying Class A common stock have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of Initial Public Offering pursuant to FINRA Rule 5110(g)(1).

INCOME TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2022
INCOME TAXES
INCOME TAXES	NOTE 9. INCOME TAXES The Company’s net deferred tax assets are as follows: Years Ended December 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 39,841 Start-up/organization expenses 686,083 181,309 Total deferred tax assets 686,083 221,150 Valuation allowance (686,083) (221,150) Deferred tax assets, net of allowance $ — $ — The income tax provision for the years ended December 31, 2022 and 2021 consisted of the following: Years Ended December 2022 2021 Federal Current $ 264,485 $ — Deferred (464,933) (221,150) State Current — — Deferred — — Change in valuation allowance 464,933 221,150 Income tax provision $ 264,485 $ — As of December 31, 2022 and 2021, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and 2021, the change in the valuation allowance was $464,933 and $221,150, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Years Ended December 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability change in rate 0.0 % 0.0 % Change in fair value of warrant liabilities (27.3) % (27.8) % Change in valuation allowance 14.5 % 6.8 % Income tax provision 8.2 % — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities and Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). At December 31, 2022, marketable securities held in the Trust Account were comprised of $117,809,450 in money market funds which are invested primarily in U.S. Treasury Securities. At December 31, 2021, marketable securities held in the Trust Account were comprised of $116,160,281 in money market funds which are invested primarily in U.S. Treasury Securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, December 31, Description Level 2022 2021 Assets: Marketable Securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 117,809,450 $ 116,160,281 Liabilities: Warrant Liabilities – Public Warrants 1 $ 402,500 $ 2,817,500 Warrant Liabilities – Private Placement Warrants 2 284,900 1,994,300 Warrant Liabilities – Representative Warrants 3 6,500 49,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s accompanying December 31, 2022 and 2021 consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Company utilizes a lattice model, specifically a binomial lattice model, to value the Representative Warrants at each reporting period, with changes in fair value recognized in the consolidated statement of operations. The estimated fair value of the representative warrant liabilities are determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model. As of December 31, 2022 and 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the consolidated balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. As of December 31, 2022 and 2021, the fair value of the Private Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, as such are listed as a Level 2 in the fair value hierarchy table above. The key inputs into the binomial lattice model for the Warrants were as follows: February 11, 2021 December 31, December 31, (Initial Measurement) 2021 2022 Public Private Representative Representative Representative Input Warrants Warrants Warrants Warrants Warrants Market price of public stock $ 9.54 $ 9.54 $ 9.54 $ 9.79 $ 10.18 Term (in years) 5.00 5.00 5.00 5.00 5.00 Volatility 17.1 % 17.1 % 17.1 % 10.9 % 1.8 % Risk-free rate 0.52 % 0.52 % 0.36 % 1.18 % 4.25 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 Effective expiration date 6/26/26 6/26/26 5/11/25 6/23/26 8/09/25 One-touch hurdle $ 18.15 $ — $ — $ — $ — The following tables presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Representative Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — $ — Initial measurement on February 11, 2021 3,785,100 5,290,000 36,500 9,111,600 Change in valuation inputs or other assumptions (1,587,300) (1,437,500) 12,500 (3,012,300) Transfer to Level 1 — (3,852,500) — (3,852,500) Transfer to Level 2 (2,197,800) — — (2,197,800) Fair value as of December 31, 2021 $ — $ — $ 49,000 $ 49,000 Representative Warrant Liabilities Fair value as of January 1, 2022 $ 49,000 $ 49,000 Change in fair value (42,500) (42,500) Fair value as of December 31, 2022 $ 6,500 $ 6,500 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 during the year ended December 31, 2021 was $3,852,500. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the year ended December 31, 2021 was $2,197,800. There were no transfers from Level 3 to Level 1 or Level 2 during the year ended December 31, 2022.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheets date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, other than what is disclosed below. On February 10, 2023, the Company completed its Business Combination with Alliance Entertainment Holding Corp, which is described in Note 6 above.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The warrants liabilities are the Company’s most significant estimate. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the consolidated balance sheet date that are directly related to the Initial Public Offering. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $1,442,918 were charged to stockholders’ deficit upon the completion of the Initial Public Offering, and $86,544 of the offering costs was related to the warrant liabilities and charged to the consolidated statements of operations.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At December 31, 2022 and 2021, the Class A common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,290,000) Class A common stock issuance at cost (1,479,418) Plus: Accretion of carrying value to redemption value 7,919,418 Class A common stock subject to possible redemption, December 31, 2021 116,150,000 Plus: Accretion of carrying value to redemption value 990,715 Class A common stock subject to possible redemption, December 31, 2022 $ 117,140,715
Warrant Liabilities	Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each consolidated balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations. The Private Warrants, Public Warrants, and the Representative Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public and the Private Warrants as of each relevant date. The Representative Warrants used the binomial lattice model as of each relevant date.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740- 270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 8.24% ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Common Share	Net Income per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 9,870,000 shares of Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per common share for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 2,354,830 $ 588,708 $ 2,539,677 $ 704,529 Denominator: Basic weighted average shares outstanding 11,500,000 2,875,000 10,208,219 2,831,849 Basic net income per common share $ 0.20 $ 0.20 $ 0.25 $ 0.25 Years Ended December 31, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 2,354,830 $ 588,708 $ 2,539,677 $ 704,529 Denominator: Basic weighted average shares outstanding 11,500,000 2,875,000 10,208,219 2,875,000 Basic net income per common share $ 0.20 $ 0.20 $ 0.25 $ 0.25
Concentration of Credit Risk	Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule Of Class A common stocks reflected in the condensed balance sheets are reconciled	At December 31, 2022 and 2021, the Class A common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,290,000) Class A common stock issuance at cost (1,479,418) Plus: Accretion of carrying value to redemption value 7,919,418 Class A common stock subject to possible redemption, December 31, 2021 116,150,000 Plus: Accretion of carrying value to redemption value 990,715 Class A common stock subject to possible redemption, December 31, 2022 $ 117,140,715
Schedule of basic and diluted net income (loss) per common share	Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 2,354,830 $ 588,708 $ 2,539,677 $ 704,529 Denominator: Basic weighted average shares outstanding 11,500,000 2,875,000 10,208,219 2,831,849 Basic net income per common share $ 0.20 $ 0.20 $ 0.25 $ 0.25 Years Ended December 31, 2022 2021 Class A Class B Class A Class B Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 2,354,830 $ 588,708 $ 2,539,677 $ 704,529 Denominator: Basic weighted average shares outstanding 11,500,000 2,875,000 10,208,219 2,875,000 Basic net income per common share $ 0.20 $ 0.20 $ 0.25 $ 0.25

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2022
INCOME TAXES
Schedule of net deferred tax assets	Years Ended December 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 39,841 Start-up/organization expenses 686,083 181,309 Total deferred tax assets 686,083 221,150 Valuation allowance (686,083) (221,150) Deferred tax assets, net of allowance $ — $ —
Income tax provision	Years Ended December 2022 2021 Federal Current $ 264,485 $ — Deferred (464,933) (221,150) State Current — — Deferred — — Change in valuation allowance 464,933 221,150 Income tax provision $ 264,485 $ —
Schedule of reconciliation of the federal statutory tax rate to our effective tax rate	Years Ended December 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Deferred tax liability change in rate 0.0 % 0.0 % Change in fair value of warrant liabilities (27.3) % (27.8) % Change in valuation allowance 14.5 % 6.8 % Income tax provision 8.2 % — %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Schedule of company's assets that are measured at fair value on a recurring basis	December 31, December 31, Description Level 2022 2021 Assets: Marketable Securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 117,809,450 $ 116,160,281 Liabilities: Warrant Liabilities – Public Warrants 1 $ 402,500 $ 2,817,500 Warrant Liabilities – Private Placement Warrants 2 284,900 1,994,300 Warrant Liabilities – Representative Warrants 3 6,500 49,000
Schedule of quantitative information regarding Level 3 fair value measurements inputs	February 11, 2021 December 31, December 31, (Initial Measurement) 2021 2022 Public Private Representative Representative Representative Input Warrants Warrants Warrants Warrants Warrants Market price of public stock $ 9.54 $ 9.54 $ 9.54 $ 9.79 $ 10.18 Term (in years) 5.00 5.00 5.00 5.00 5.00 Volatility 17.1 % 17.1 % 17.1 % 10.9 % 1.8 % Risk-free rate 0.52 % 0.52 % 0.36 % 1.18 % 4.25 % Dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 $ 11.50 Effective expiration date 6/26/26 6/26/26 5/11/25 6/23/26 8/09/25 One-touch hurdle $ 18.15 $ — $ — $ — $ —
Schedule of change in the fair value of the warrant liabilities	The following tables presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Representative Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — $ — Initial measurement on February 11, 2021 3,785,100 5,290,000 36,500 9,111,600 Change in valuation inputs or other assumptions (1,587,300) (1,437,500) 12,500 (3,012,300) Transfer to Level 1 — (3,852,500) — (3,852,500) Transfer to Level 2 (2,197,800) — — (2,197,800) Fair value as of December 31, 2021 $ — $ — $ 49,000 $ 49,000 Representative Warrant Liabilities Fair value as of January 1, 2022 $ 49,000 $ 49,000 Change in fair value (42,500) (42,500) Fair value as of December 31, 2022 $ 6,500 $ 6,500

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)			12 Months Ended
	Feb. 11, 2021	Aug. 11, 2020	Dec. 31, 2022	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash			$ 17,956
Working capital deficit			1,720,465
Proceeds from sale of Private Placements Warrants				$ 4,120,000
Transaction Costs			1,529,462
Underwriting fees			1,000,000
Other offering costs			$ 529,462
Payments for investment of cash in Trust Account				$ 116,150,000
Adara Common Stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Redemption price			$ 10.22
Aggregate redemption amount			$ 116,581,703
Common stock, shares issued			167,170
Common stock, shares outstanding			167,170
Alliance Entertainment Holding Corporation
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Business combination shares issued			11,332,830
Business acquisition, share price			$ 0.0001
Alliance Entertainment Holding Corporation \| Adara Common Stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Percentage of business combination shares with redemption rights			99.10%
Aggregate redemption amount			$ 1,719,690.75
Alliance Entertainment Holding Corporation \| Company Common Stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Business combination shares issued			47,500,000
Alliance Entertainment Holding Corporation \| Company Class E Common Stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Business combination shares issued			60,000,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares)	11,500,000	11,500,000
Purchase price, per unit	$ 10.10	$ 10
Gross proceeds from sale of units		$ 115,000,000
Payments for investment of cash in Trust Account	$ 116,150,000
Investments maximum maturity term	185 days
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of Private Placement Warrants (in shares)		4,120,000
Price of warrant (in dollars per share)		$ 1
Proceeds from sale of Private Placements Warrants		$ 4,120,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares)	1,500,000	1,500,000
Purchase price, per unit	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		12 Months Ended
	Feb. 11, 2021	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs were related to the warrant liabilities		$ 1,442,918
Transaction costs incurred in connection with IPO	$ 86,544		$ 86,544
Number of shares excluded from the calculation of income per share because their inclusion would be anti-dilutive		9,870,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Effective tax rate (as a percent)	8.20%	0%
Statutory tax rate (as a percent)	21%	21%

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income (loss) per common share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Common Class A [Member]
Numerator:
Allocation of net income, as adjusted (Basic)	$ 2,354,830	$ 2,539,677
Allocation of net income, as adjusted (Diluted)	$ 2,354,830	$ 2,539,677
Denominator:
Basic weighted average shares outstanding	11,500,000	10,208,219
Diluted weighted average shares outstanding	11,500,000	10,208,219
Basic net income per common shares	$ 0.20	$ 0.25
Diluted net income per common shares	$ 0.20	$ 0.25
Class B common Stock
Numerator:
Allocation of net income, as adjusted (Basic)	$ 588,708	$ 704,529
Allocation of net income, as adjusted (Diluted)	$ 588,708	$ 704,529
Denominator:
Basic weighted average shares outstanding	2,875,000	2,831,849
Diluted weighted average shares outstanding	2,875,000	2,875,000
Basic net income per common shares	$ 0.20	$ 0.25
Diluted net income per common shares	$ 0.20	$ 0.25

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common class A subject to redemption (Details) - Class A common stock subject to possible redemption - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		$ 115,000,000
Proceeds allocated to Public Warrants		(5,290,000)
Class A common stock issuance at cost		(1,479,418)
Accretion of carrying value to redemption value	$ 990,715	7,919,418
Class A common stock subject to possible redemption	$ 117,140,715	$ 116,150,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Feb. 11, 2021	Aug. 11, 2020
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	11,500,000	11,500,000
Purchase price, per unit	$ 10.10	$ 10
Initial Public Offering \| Class A common Stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	0.5
Initial Public Offering \| Public Warrants \| Class A common Stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units sold	1,500,000	1,500,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)			12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Feb. 11, 2021	Aug. 11, 2020	Dec. 31, 2022	Dec. 31, 2021
PRIVATE PLACEMENT
Aggregate purchase price				$ 4,120,000
Private Placement
PRIVATE PLACEMENT
Price of warrant (in dollars per share)		$ 1
Aggregate purchase price		$ 4,120,000
Private Placement \| Private Placement Warrants
PRIVATE PLACEMENT
Number of shares per warrant			4,120,000
Price of warrant (in dollars per share)			$ 1
Number of shares in a unit			1
Aggregate purchase price	$ 4,120,000
Private Placement \| Private Placement Warrants \| Class A common Stock
PRIVATE PLACEMENT
Exercise price of warrant (in dollars per share)			$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Sponsor - Class B common Stock - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2020	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder shares
RELATED PARTY TRANSACTIONS
Number of shares issued	2,875,000
Aggregate price of shares	$ 25,000
Shares subject to forfeiture	375,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 22, 2022	Aug. 05, 2020
RELATED PARTY TRANSACTIONS
Advance from related party	$ 30,582
Blystone & Donaldson, LLC
RELATED PARTY TRANSACTIONS
Advance from related party	30,582
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note				$ 600,000
Outstanding balance		$ 0
Promissory Note with Related Party \| Thomas Finke, LLC
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note			$ 250,000
Amount outstanding under the promissory note	221,599
Promissory Note with Related Party \| Blystone & Donaldson, LLC
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note			$ 250,000
Amount outstanding under the promissory note	250,000
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	10,000
Expenses incurred and paid	50,000	105,000
Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Outstanding balance	0	$ 0
Loan conversion agreement warrant	$ 1,500,000
Price of warrant (in dollars per share)	$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Jun. 22, 2022 USD ($) shares	Mar. 17, 2022	Dec. 31, 2022 item
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item			3
Business Combination Agreement
COMMITMENTS AND CONTINGENCIES
Fraction round up for Combined Company Common Stock	0.5
Cash settlement for fractional shares \| $	$ 0
Escrow period for Contingent Consideration Shares	10 years
Advisory fees as percentage of funds		0.035%
Business Combination Agreement \| Triggering event I prior to the five-year anniversary of the closing
COMMITMENTS AND CONTINGENCIES
Contingent Consideration Shares earned upon on the occurrence of triggering event	20,000,000
Business Combination Agreement \| Triggering event II prior to the seven-year anniversary of the closing
COMMITMENTS AND CONTINGENCIES
Contingent Consideration Shares earned upon on the occurrence of triggering event	20,000,000
Business Combination Agreement \| Triggering event III prior to the ten-year anniversary of the closing
COMMITMENTS AND CONTINGENCIES
Contingent Consideration Shares earned upon on the occurrence of triggering event	20,000,000

STOCKHOLDERS' DEFICIT- Preferre

STOCKHOLDERS' DEFICIT- Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Class A common Stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	100,000,000	100,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Temporary equity common shares issued	11,500,000	11,500,000
Temporary equity, shares outstanding	11,500,000	11,500,000
Class B common Stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)	10,000,000	10,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)	2,875,000	2,875,000
Common shares, shares outstanding (in shares)	2,875,000	2,875,000
Ratio to be applied to the stock in the conversion	20

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details)	12 Months Ended
WARRANT LIABILITIES (Details)	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2021 shares
Private Placement Warrants
WARRANT LIABILITIES
Warrants outstanding	4,120,000	4,120,000
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants
WARRANT LIABILITIES
Warrants outstanding	5,750,000	5,750,000
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Warrant redemption condition minimum share price \| $ / shares	$ 18
Number of trading days on which fair market value of shares is reported \| D	20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60%
Trading period after business combination used to measure dilution of warrant \| D	20
Warrant exercise price adjustment multiple	9.20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%
Multiplier used in calculating warrant exercise price	180%
Threshold number of business days before sending notice of redemption to warrant holders \| D	3
Warrant redemption price adjustment multiple	18
Public Warrants \| Class A common Stock
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 9.20
Period of time after which warrant holder may do cashless exercise	30 days
Representative Warrants
WARRANT LIABILITIES
Warrants outstanding	50,000	50,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	50,000
Number of shares in a unit	1
Share price trigger used to measure dilution of warrant \| $ / shares	$ 11.50
Redemption period	30 days
Lock up period	180 days

INCOME TAXES - Deferred tax ass

INCOME TAXES - Deferred tax assets, net (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforward		$ 39,841
Startup/Organization Expenses	$ 686,083	181,309
Total deferred tax assets	686,083	221,150
Valuation allowance	$ (686,083)	$ (221,150)

INCOME TAXES - Income tax provi

INCOME TAXES - Income tax provision (Details) - USD ($)	12 Months Ended
INCOME TAXES - Income tax provision (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 264,485
Deferred	(464,933)	$ (221,150)
Change in valuation allowance	464,933	221,150
Provision for income taxes	264,485
Net operating loss carryovers	$ 0	$ 0

INCOME TAXES - Reconciliation o

INCOME TAXES - Reconciliation of the federal statutory tax rate to our effective tax rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Deferred tax liability change in rate	0%	0%
Change in fair value of warrants liabilities	(27.30%)	(27.80%)
Change in valuation allowance	14.50%	6.80%
Income tax provision	8.20%	0%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets:
Marketable securities held in Trust Account	$ 117,809,450	$ 116,160,281
Public Warrants
Liabilities:
Warrant Liabilities			$ 0
Private Placement Warrants
Liabilities:
Warrant Liabilities			0
Representative Warrants
Liabilities:
Warrant Liabilities	6,500	49,000	$ 0
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant Liabilities	402,500	2,817,500
Level 1 \| U.S. Treasury Securities \| Recurring
Assets:
Marketable securities held in Trust Account	117,809,450	116,160,281
Level 2 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant Liabilities	284,900	1,994,300
Level 3 \| Recurring \| Representative Warrants
Liabilities:
Warrant Liabilities	$ 6,500	$ 49,000

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details)	Dec. 31, 2022 $ / shares Y	Dec. 31, 2021 $ / shares Y	Feb. 11, 2021 $ / shares Y
Public Warrants \| Market price of public stock
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			9.54
Public Warrants \| Term (in years)
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| Y			5
Public Warrants \| Volatility
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			0.171
Public Warrants \| Risk-free rate
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			0.0052
Public Warrants \| Dividend Yield
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			0
Public Warrants \| Exercise price
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			11.50
Public Warrants \| One-touch hurdle
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			18.15
Private Placement Warrants \| Market price of public stock
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			9.54
Private Placement Warrants \| Term (in years)
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| Y			5
Private Placement Warrants \| Volatility
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			0.171
Private Placement Warrants \| Risk-free rate
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			0.0052
Private Placement Warrants \| Dividend Yield
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			0
Private Placement Warrants \| Exercise price
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input			11.50
Representative Warrants \| Market price of public stock
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	10.18	9.79	9.54
Representative Warrants \| Term (in years)
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input \| Y	5	5	5
Representative Warrants \| Volatility
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	0.018	0.109	0.171
Representative Warrants \| Risk-free rate
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	0.0425	0.0118	0.0036
Representative Warrants \| Dividend Yield
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	0	0	0
Representative Warrants \| Exercise price
FAIR VALUE MEASUREMENTS
Derivative liability, measurement input	11.50	11.50	11.50

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in valuation inputs or other assumptions	$ (4,166,900)	$ (4,297,300)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in valuation inputs or other assumptions
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value - Beginning		0
Initial measurement on February 11th, 2021		3,785,100
Change in valuation inputs or other assumptions		(1,587,300)
Transfer to Level 2		(2,197,800)
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value - Beginning		0
Initial measurement on February 11th, 2021		5,290,000
Change in valuation inputs or other assumptions		(1,437,500)
Transfer to Level 1		(3,852,500)
Representative Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value - Beginning	$ 49,000	0
Initial measurement on February 11th, 2021		36,500
Change in valuation inputs or other assumptions		12,500
Change in fair value	(42,500)
Fair value - Ending	6,500	49,000
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value - Beginning	49,000	0
Initial measurement on February 11th, 2021		9,111,600
Change in valuation inputs or other assumptions		(3,012,300)
Transfer to Level 1		(3,852,500)
Transfer to Level 2		(2,197,800)
Change in fair value	(42,500)
Fair value - Ending	$ 6,500	$ 49,000

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Transfers out of Level 3	$ 0
Public Warrants
FAIR VALUE MEASUREMENTS
Transfer to Level 1		$ 3,852,500
Private Placement Warrants
FAIR VALUE MEASUREMENTS
Transfer to Level 2		$ 2,197,800