Alliance Entertainment Holding (AENT) 10-Q 9 Nov 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2023	Nov. 09, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,965,970
Entity Central Index Key	0001823584
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	AENT
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	AENTW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Current Assets
Cash and Cash Equivalents	$ 1,225	$ 865
Trade Receivables, Net	93,504	104,939
Inventory, Net	159,432	146,763
Other Current Assets	7,054	8,299
Total Current Assets	261,215	260,866
Property and Equipment, Net	12,831	13,421
Operating Lease Right-of-Use Assets	3,971	4,855
Goodwill	89,116	89,116
Intangibles, Net	16,306	17,356
Other Long-Term Assets	1,019	1,017
Deferred Tax Asset, Net	4,132	2,899
Total Assets	388,590	389,530
Current Liabilities
Accounts Payable	154,745	151,622
Accrued Expenses	5,962	9,340
Current Portion of Operating Lease Obligations	3,699	3,902
Current Portion of Finance Lease Obligations	2,494	2,449
Revolving Credit Facility, Net	125,684	133,281
Shareholder Loan (subordinated), Current	10,000
Contingent Liability	50	150
Promissory Note		495
Total Current Liabilities	302,634	301,239
Warrant Liability	82	206
Finance Lease Obligation, Non- Current	6,388	7,029
Operating Lease Obligations, Non-Current	754	1,522
Total Liabilities	309,858	309,996
Commitments and Contingencies (Note 12)
Stockholders' Equity
Preferred Stock: Par Value $0.0001 per share, Authorized 1,000,000 shares, Issued and Outstanding 0 shares as of September 30, 2023 and June 30, 2023
Common Stock: Par Value $0.0001 per share, Authorized 550,000,000 shares at September 30, 2023, and at June 30, 2023; Issued and Outstanding 50,502,170 Shares as of September 30, 2023, and 49,167,170 at June 30, 2023	5	5
Paid In Capital	47,202	44,542
Accumulated Other Comprehensive Loss	(77)	(77)
Retained Earnings	31,602	35,064
Total Stockholders' Equity	78,732	79,534
Total Liabilities and Stockholders' Equity	$ 388,590	$ 389,530

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Jun. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock par value (in dollars 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
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	550,000,000	550,000,000
Common stock, shares issued	50,502,170	49,167,170
Common stock, shares outstanding	50,502,170	49,167,170

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net Revenues	$ 226,755	$ 238,701
Cost of Revenues (excluding depreciation and amortization)	200,501	213,233
Operating Expenses
Distribution and Fulfillment Expense	11,714	14,865
Selling, General and Administrative Expense	14,439	14,731
Depreciation and Amortization	1,641	1,636
Transaction Costs		640
IC DISC Commissions		1,389
Restructuring Cost	47
Total Operating Expenses	27,841	33,261
Operating Loss	(1,587)	(7,793)
Other Expenses
Interest Expense, Net	3,140	2,354
Total Other Expenses	3,140	2,354
Loss Before Income Tax Benefit	(4,727)	(10,147)
Income Tax (Benefit) Expense	(1,265)	(2,638)
Net Loss	$ (3,462)	$ (7,509)
Net Loss per Share - Basic (in dollars per share)	$ (0.07)	$ (0.16)
Net Loss per Share - Diluted(in dollars per share)	$ (0.07)	$ (0.16)
Weighted Average Common Shares Outstanding, Basic (in shares)	50,502,170	47,500,000
Weighted Average Common Shares Outstanding, Diluted (in shares)	50,502,170	47,500,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Common Stock Shares Issued	Par Value	Paid In Capital	Cost of Treasury Stock	Accumulated Other Comprehensive Loss	Retained Earnings	Total
Balances at the beginning at Jun. 30, 2022		$ 5	$ 39,995	$ (2,674)	$ (66)	$ 71,668	$ 108,928
Balances at the beginning (in shares) at Jun. 30, 2022	47,500,000
Increase (decrease) in Stockholders' Equity
Net loss						(7,509)	(7,509)
Balances at the ending at Sep. 30, 2022		5	39,995	$ (2,674)	(66)	64,159	101,419
Balances at the ending (in shares) at Sep. 30, 2022	47,500,000
Balances at the beginning at Jun. 30, 2023		5	44,542		(77)	35,064	$ 79,534
Balances at the beginning (in shares) at Jun. 30, 2023	49,167,170						49,167,170
Increase (decrease) in Stockholders' Equity
Issuance of Common Stock, net of transaction cost of $1.9 million			1,332		0		$ 1,332
Issuance of Common Stock, net of transaction cost of $1.9 million (in shares)	1,335,000
Stock-based Compensation Expense			1,328		0		1,328
Net loss					0	(3,462)	(3,462)
Balances at the ending at Sep. 30, 2023		$ 5	$ 47,202		$ (77)	$ 31,602	$ 78,732
Balances at the ending (in shares) at Sep. 30, 2023	50,502,170						50,502,170

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions	3 Months Ended
	Sep. 30, 2023 USD ($)
Condensed Consolidated Statements of Changes in Stockholders' Equity
Issuance of Common Stock, net of transaction cost	$ 1.9

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net Loss	$ (3,462)	$ (7,509)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities::
Depreciation of Property and Equipment	590	622
Amortization of Intangible Assets	1,051	1,014
Amortization of Deferred Financing Costs (Included in Interest)	42	208
Bad Debt Expense	87	178
Stock-based Compensation Expense	1,328
Changes in Assets and Liabilities, Net of Acquisitions
Trade Receivables	11,348	8,462
Related Party Receivable		245
Inventory	(12,669)	(27,025)
Income Taxes Payable\Receivable	(1,233)	(3,226)
Operating Lease Right-of-Use Assets	884	1,097
Operating Lease Obligations	(971)	(5,216)
Other Assets	1,142	2,345
Accounts Payable	3,123	(21,848)
Accrued Expenses	(3,999)	2,477
Net Cash Used in Operating Activities	(2,739)	(48,176)
Cash Flows from Investing Activities:
Cash Received for Business Acquisitions, Net of Cash Acquired		1
Net Cash Provided by Investing Activities		1
Cash Flows from Financing Activities:
Payments on Revolving Credit Facility	(260,259)	(230,934)
Borrowings on Revolving Credit Facility	252,621	278,449
Proceeds from Shareholder Note (Subordinated), Current	46,000
Payments on Shareholder Note (Subordinated), Current	(36,000)
Issuance of common stock net of transaction costs	1,332
Payments on Financing Leases	(595)
Net Cash Provided by (Used in) Financing Activities	3,099	47,515
Net Increase (Decrease) in Cash	360	(660)
Cash, Beginning of the Period	865	1,469
Cash, End of the Period	1,225	809
Supplemental disclosure for Cash Flow Information
Cash Paid for Interest	3,140	2,013
Cash Paid for Income Taxes	$ 44	293
Supplemental Disclosure for Non-Cash Investing Activities
Fixed Asset Financed with Debt		$ 3,377

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2023
Organization and Summary of Significant Accounting
Organization and Summary of Significant Accounting Policies	Note 1: Organization and Summary of Significant Accounting Policies Alliance Entertainment Holding Corporation (“Alliance”) was formed on August 9, 2010. The Company provides full-service distribution of pre-recorded music, video movies, video games and related accessories, and merchandising to retailers and other independent customers primarily in the United States. It provides product and commerce solutions to “brick-and-mortar”, e-commerce retailers, and consumer direct websites, while maintaining trading relationships with manufacturers of pre-recorded music, video movies, video games and related accessories. The Company also provides third party logistics (3PL) products and services to customers. On February 10, 2023, Alliance, Adara Acquisition Corp. (“Adara”) and a Merger Sub consummated the closing of the transactions contemplated by a Business Combination Agreement. Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Alliance (Alliance Entertainment Holding Corporation pre-Merger, as defined below) and Adara was affected by the merger of Merger Sub with and into Alliance (the “Merger” or the “Business Combination”), with Alliance surviving the Merger as a wholly- owned subsidiary of Adara. Following the consummation of the Merger on the closing date, Adara changed its name from Adara Acquisition Corp. to Alliance Entertainment Holding Corporation (the “Company”). See Note 16. Pursuant to the Business Combination Agreement, Adara exchanged (i) 47,500,000 shares of Class A common stock of Adara to holders of common stock of Legacy Alliance and (ii) 60,000,000 shares of Class E common stock of Adara to the Legacy Alliance stockholders were placed in an escrow account to be released to such Legacy Alliance stockholders and converted into Class A common stock upon the occurrence of certain triggering events. On July 1, 2022 the Company added Think3Fold LLC. to its portfolio. Consolidated financial statements are presented for Alliance Entertainment Holding Corporation and business operations are conducted through seven subsidiaries. The Company’s corporate offices are headquartered in Plantation, FL, with primary warehouse facilities located in Shepherdsville, KY and Shakopee, MN. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include certain information and footnotes required by GAAP for complete financial statements. However, in management’s opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals and adjustments) which are necessary in order to state fairly the Company’s results of operations, financial position, stockholders’ equity and cash flows as of and for the periods presented. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes, including the Summary of Significant Accounting Policies, included in the Company’s Annual Report on Form 10-K filed October 19, 2023. The June 30, 2023, balance sheet information contained herein was derived from the Company’s audited consolidated financial statements as of that date included therein. Basis for Presentation The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and assumptions made may not prove to be correct, and actual results could differ from the estimates. Significant estimates inherent in the preparation of the accompanying condensed unaudited consolidated financial statements include management’s estimates of sales returns, warrants fair value, rebates, inventory valuation, and inventory recoverability. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt about the Company’s ability to continue as a going concern exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates the substantial doubt. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s principal source of liquidity is its borrowing capacity under the revolving credit facility (the “Revolver”) with Bank of America, N.A. which matures on December 31, 2023, and cash generated from operations. The Company has suffered losses from operations and net cash used on operating activities for the three-month period ended September 30, 2023, and has a working capital deficit. Management is in active discussions with lenders to renew the Revolver prior to its maturity. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. Management is currently evaluating cost reduction opportunities, process efficiencies, and its overall growth and diversification strategy. If the Company is unable to get an extension of its Revolver and implement sufficient mitigation efforts, the Company may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition. Concentration of Credit Risk Concentration of Credit Risk consists of the following at: Revenue ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended ​ ($ in thousands) September 30, 2023 September 30, 2022 ​ Customer #1 18.5 % 24.9 % Customer #2 13.4 % 10.5 % Customer #3 ​ 11.9 % * ​ ​ Receivables Balance ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Customer #1 26.1 % 15.5 % Customer #2 10.3 % * ​ Customer #3 ​ * ​ 12.1 % Customer #4 ​ * ​ 10.5 % * ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended Purchases ​ September 30, 2023 ​ September 30, 2022 ​ Supplier #1 20.1 % 11.7 % Supplier #2 15.6 % 10.3 % Supplier #3 12.6 % * ​ ​ ​ ​ ​ ​ ​ ​ Payables September 30, 2023 June 30, 2023 Supplier #1 16.9 % * ​ Supplier #2 15.7 % * ​ Supplier #3 * 12.3 % * Accounting Pronouncements In October 2021, The FASB issued ASU No. 2021-08, Accounting for contract Assets and Contract Liabilities from contracts with customers (Topic 805) (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. ASU 2021-08 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The company adopted this ASU using the prospective approach method in July 2023. There have been no acquisitions since adoption and thus did not have a material impact on the Company’s condensed consolidated financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2: Summary of Significant Accounting Policies There have been no material changes or updates to the Company’s significant accounting policies from those described in Note 1 to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Earnings per Share Basic Earnings Per Share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as stock options, warrants, and unvested restricted stock units, were exercised and converted into common shares and the impact would not be antidilutive. Diluted EPS is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period, increased by the number of additional shares that would have been outstanding if the potential shares had been issued and were dilutive. Contingently issuable shares are included in basic net loss per share only when there is no circumstance under which those shares would not be issued. As a result of the Merger (see Note 16), the Company has retroactively adjusted the weighted average shares outstanding prior to February 10, 2023, to give effect to the Exchange Ratio used to determine the number of shares of Class A Common Stock into which they were converted. The following table sets forth the computation of basic and diluted net earnings (loss) per share of Class A Common Stock for the three months ended September 30, 2023, and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ September 30, 2023 September 30, 2022 Net Loss (in thousands) ​ $ (3,462) ​ $ (7,509) Basic and diluted shares ​ ​ ​ ​ ​ ​ Weighted-average Class A Common Stock outstanding ​ ​ 50,502,170 ​ ​ 47,500,000 Loss per share for Class A Common Stock ​ ​ ​ ​ ​ ​ — Basic and Diluted ​ $ (0.07) ​ $ (0.16) ​ There are 60,000,000 shares of contingently issuable Class A Common Stock that were not included in the computation of basic earnings (loss) per share since the contingencies for the issuance of these shares have not been met as of September 30, 2023. There are also 9,920,000 warrants outstanding and 260,000 restricted shares that have been excluded from diluted earnings per share because they are anti-dilutive

Trade Receivables, Net

Trade Receivables, Net	3 Months Ended
	Sep. 30, 2023
Trade Receivables, Net
Trade Receivables, Net	Note 3: Trade Receivables, Net Trade Receivables, Net consists of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Trade Receivables ​ $ 95,637 ​ $ 106,467 Less: ​ ​ ​ ​ Allowance for Credit Losses ​ (290) ​ (235) Sales Returns Reserve, Net ​ (1,344) ​ (1,470) Customer Rebate and Discount Reserve ​ (499) ​ 177 Total Allowances ​ (2,133) ​ (1,528) Trade Receivables, Net ​ $ 93,504 ​ $ 104,939 ​ Trade Receivables, Net as of June 30, 2022 were $98.7 million.

Inventory, Net

Inventory, Net	3 Months Ended
	Sep. 30, 2023
Inventory, Net
Inventory, Net	Note 4: Inventory, Net Inventory, Net (all finished goods) consists of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Inventory ​ $ 167,801 ​ $ 156,016 Less: Reserves ​ (8,369) ​ (9,253) Inventory, Net ​ $ 159,432 ​ $ 146,763 ​

Other Current and Long-Term Ass

Other Current and Long-Term Assets	3 Months Ended
	Sep. 30, 2023
Other Current and Long-Term Assets
Other Current and Long-Term Assets	Note 5: Other Current and Long-Term Assets Other Current and Long-Term Assets consists of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Other Assets - Current ​ ​ Prepaid Intellectual Property ​ $ 3,188 ​ $ 2,890 Prepaid Insurance ​ 802 ​ 1,365 Prepaid Manufacturing Components ​ 344 ​ 164 Prepaid Rent ​ ​ — ​ ​ 1,054 Prepaid Maintenance ​ 1,614 ​ 1,572 Prepaid Shipping Supplies ​ 1,106 ​ 1,254 Total Other Assets - Current ​ $ 7,054 ​ $ 8,299 ​ ​ ​ ​ ​ ​ ​ Other Long-Term Assets ​ ​ ​ ​ ​ ​ Income tax receivable ​ ​ 747 ​ ​ 747 Deposits ​ $ 272 ​ $ 270 Total Other Long-Term Assets ​ $ 1,019 ​ $ 1,017 ​

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Sep. 30, 2023
Property and Equipment, Net
Property and Equipment, Net	Note 6: Property and Equipment, Net Property and Equipment, Net consists of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Property and Equipment ​ ​ Leasehold Improvements ​ $ 1,680 ​ $ 1,680 Machinery and Equipment ​ 29,537 ​ 29,537 Furniture and Fixtures ​ 1,749 ​ 1,749 Capitalized Software ​ 10,508 ​ 10,508 Equipment Under Capital Leases ​ 12,488 ​ 12,488 Computer Equipment ​ 1,626 ​ 1,626 Construction in Progress ​ — ​ 154 ​ ​ 57,588 ​ 57,742 Less: Accumulated Depreciation and Amortization ​ (44,757) ​ (44,321) Total Property and Equipment, Net ​ ​ 12,831 ​ $ 13,421 ​ Depreciation Expense for the three months ended September 30, 2023, and 2022 was $0.6 million, respectively.

Goodwill and Intangibles, Net

Goodwill and Intangibles, Net	3 Months Ended
	Sep. 30, 2023
Goodwill and Intangibles, Net
Goodwill and Intangibles, Net	Note 7: Goodwill and Intangibles, Net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ June 30, 2023 ($ in thousands) ​ ​ ​ ​ ​ Goodwill, beginning of period $ 89,116 $ 79,903 Additions from business acquisition ​ — ​ 9,213 Goodwill, end of period ​ $ 89,116 ​ $ 89,116 ​ Intangibles, Net consists of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ($in thousands) September 30, 2023 June 30, 2023 Intangibles: ​ ​ ​ ​ ​ ​ Customer Relationships ​ $ 78,000 ​ $ 78,000 Trade Name - Alliance ​ 5,200 ​ 5,200 Covenant Not to Compete ​ 10 ​ 10 Mecca Customer Relationships ​ 8,023 ​ 8,023 Customer List ​ 12,760 ​ 12,760 Total ​ $ 103,993 ​ $ 103,993 Accumulated Amortization ​ (87,687) ​ (86,637) Intangibles, Net ​ $ 16,306 ​ $ 17,356 ​ During the three months ended September 30, 2023, and 2022, the Company recorded amortization expense of $1.0 million respectively. Expected amortization over the next five years including the remainder of fiscal 2024 and thereafter, as of September 30, 2023, is as follows: ​ ​ ​ ​ ​ ($ in thousands) Intangible Assets Year Ended June 30 ​ ​ 2024 ​ $ 2,926 2025 ​ 3,326 2026 ​ 3,014 2027 ​ 2,954 2028 ​ ​ 1,931 Thereafter ​ 2,155 Total Expected Amortization ​ $ 16,306 ​

Accrued Expenses

Accrued Expenses	3 Months Ended
	Sep. 30, 2023
Accrued Expenses
Accrued Expenses	Note 8: Accrued Expenses ​ Accrued Expenses consists of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Marketing Funds Accruals ​ $ 3,587 ​ $ 5,203 Payroll and Payroll Tax Accruals ​ 1,607 ​ 2,765 Accruals for Other Expenses ​ 768 ​ 1,372 Total Accrued Expenses ​ $ 5,962 ​ $ 9,340 ​

Revolving Credit Facility

Revolving Credit Facility	3 Months Ended
	Sep. 30, 2023
Revolving Credit Facility
Revolving Credit Facility	Note 9: Revolving Credit Facility The Company has a Revolving Credit Facility with Bank of America, N.A. The Credit Facility was increased from $175 million to $225 million on June 30, 2022, but was reduced to $175 million on June 30, 2023, in connection with Amendment No. 12, as defined below. The Credit Facility carries a variable annual interest rate equal to the higher of the Prime rate, Federal Funds rate plus 0.5% or Bank of America Libor rate plus 2%, up to January 1, 2022, and SOFR plus a spread of 2.11% thereafter. The Company executed an amendment to its Credit Facility on January 24, 2022, (retroactive to January 1, 2022), to transition the interest rate benchmark from Libor to a Secured Overnight Financing Rate (SOFR). The effective interest rate on the Credit Facility using SOFR for the three months ended September 30, 2023, was 8.42% (SOFR plus a spread of 3.11%). The effective interest rate for the year ended June 30, 2023, was 6.00%. All assets (with certain capitalized lease exceptions) and interest in the assets of the Company are pledged as collateral under the Credit Facility. The Credit Facility, which had its original maturity on September 29, 2023, was extended for 93-days in connection with Amendment No. 13, as defined below. Management is in active discussions with lenders to renew the Credit Facility. The Credit Facility contains certain financial covenants with which the Company is required to comply. Failure to comply with the financial covenants contained in the Credit Facility could result in an event of default. An event of default, if not cured or waived, would permit acceleration of any outstanding indebtedness under the Credit Facility. The Company obtained a waiver for non-compliance with one non-financial covenant related to its delivery of the monthly financial statements and compliance certificates for the periods pertaining to June 30, 2022, July 31, 2022, and August 31, 2022. These non-compliances resulted in events of default under the Revolving Credit Facility and accordingly, the Credit Facility was classified as a current liability as of June 30, 2022. On April 21, 2023, certain subsidiaries of the Company, as Borrowers thereunder (the “Borrowers”), entered into an Amendment Number Twelve and Waiver (“Amendment No. 12”) to the Credit Facility. Amendment No. 12 provides for the waiver by Bank of America and the Required Lenders (as defined in the Credit Facility) of certain specified events of default under the Credit Facility, including the failure by the Borrowers to meet the Fixed Charge Coverage Ratio covenant requirement for the twelve trailing months ended November 30, 2022, December 31, 2022, January 31, 2023 and February 28, 2023 and certain other non-financial covenant breaches, and modifies the Credit Facility to, among other things, (i) suspend the Fixed Charge Coverage Ratio covenant requirement until the first calendar month end for which the Borrowers are in compliance with such requirement (the “Fixed Charge Coverage Compliance Date”), and (ii) add an additional covenant requiring the Borrowers to maintain specified minimum levels of EBITDA, which requirement will remain in effect until the Fixed Charge Coverage Compliance Date. Pursuant to Amendment No. 12, the Borrowers agreed to pay a waiver fee in the amount of approximately $180,000. On September 13, 2023, the Borrowers entered into Amendment Number Thirteen and Waiver (“Amendment No. 13”) to the Credit Facility. Amendment No. 13 provides for the waiver by Bank of America and the Required Lenders (as defined in the Credit Facility) of certain specified events of default under the Credit Facility, as of June 30, 2023 and thereafter, including a favored Equipment Lease Guaranty with Fifth Third Bank and short-term loans known as Ogilvie Loan Transactions ranging from $7.6 million to $17.0 million during the months of June, July and August, 2023 (Note 13). The parties acknowledge these are breaches of the covenants of the Credit Facility; however, the Required Lenders have waived the Specified Events of Default and amend the Credit Facility Agreement to extend the Revolver Termination Date for a period of 93 days to December 31, 2023. Availability under the Credit Facility is limited by the Company’s borrowing base calculation, as defined in the Credit Agreement. In addition, there is a commitment fee of 0.25% for unused credit line with fees for the three months ended September 30, 2023, and 2022 of $0.33 million and $0.35 million respectively. Availability at September 30, 2023, was approximately $7 million with an outstanding revolver balance of $126 million. Availability at June 30, 2023, was $2 million with an outstanding revolver balance of $133 million. For the three months ended September 30, 2023, the Company was in compliance with covenants related to the delivery of its financial statements and compliance certificates. ​ Revolver Balance consists of the following at: ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Bank of America Revolving Credit Agreement ​ $ 125,684 ​ $ 133,323 Less: Deferred Finance Costs ​ — ​ (42) Revolving Credit, Net ​ $ 125,684 ​ $ 133,281 ​

Employee Benefits

Employee Benefits	3 Months Ended
	Sep. 30, 2023
Employee Benefits
Employee Benefits	Note 10: Employee Benefits Company Health Plans The Company sponsors the Alliance Health & Benefits Plan (AHBP) consisting of the following plans: self-insured medical (PPO and HDHP), dental (PPO and HMO), vision, life Insurance, and short & long-term disability. The medical insurance is self-insured to a maximum company exposure of $225,000 per individual occurrence, at which time a stop loss policy covers the balance of covered claims. The Company contributes various percentages to different levels of premium coverage. As of September 30, 2023, the Company fully accrued for estimated run out exposure on a mature claim basis, as provided and calculated by our plan administrator. The Dental insurance HMO is self-insured to a maximum per individual procedure based on a published schedule which measures exposure. The PPO policy is fully insured. The Company contributes various percentages to different levels of premium coverage. As of September 30, 2023, the Company was fully accrued for estimated run out exposure on a mature claim basis, as provided and calculated by the plan administrator. The vision plan, life insurance plan, and short and long-term disability plans are fully insured, sponsored by the Company and premiums are paid by the employer and employee based on various Board approved schedules. At September 30, 2023, and June 30, 2023, the accrued estimated run out exposure totaled approximately $218,000 and $218,000, respectively, for the medical and dental insurance plans. Accrued estimated runout exposure is included in accrued expenses on the condensed consolidated balance sheets. 401(k) Plan The Company has the Alliance Entertainment 401(k) Plan (the Plan) covering all eligible employees of the Company. All employees over the age of 18 are eligible to participate in the Plan at the beginning of the month following the date of hire. The Plan has automatic deferral at the beginning of the month following the date of hire. Employees are automatically enrolled in the Plan with a 3% contribution; however, they have the option to increase/decrease their deferrals or opt out of the Plan at any time. The Company currently offers a match contribution of $0.50 of every dollar up to 4% of contribution percentage. The Company conducts a retirement plan review on an annual basis.

Income Taxes

Income Taxes	3 Months Ended
	Sep. 30, 2023
Income Taxes
Income Taxes	Note 11: Income Taxes The effective tax rate was 26% for the three months ended September 30, 2023, and 2022 respectively. State tax rates vary among states and average approximately 7.0% although some state rates are higher, and a small number of states do not impose an income tax. The federal statutory tax rate is 21.0% and the average state tax rate, net of the associated federal deduction is approximately 7%. For the three months ended September 30, 2023, and 2022, the difference between the Company’s effective tax rate and the federal statutory rate primarily resulted from state income taxes.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Sep. 30, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 12: Commitments and Contingencies Commitments The Company enters into various agreements with suppliers for the products it distributes. The Company had no long-term purchase commitments or arrangements with its suppliers as of September 30, 2023, and June 30, 2023. Litigation, Claims and Assessments We are exposed to claims, litigation and/or cyber-attacks of varying degrees arising in the ordinary course of business and use various methods to resolve these matters. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss contingencies but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of operations, cash flows, or financial condition. On March 31, 2023, a class action complaint, titled Matthew McKnight v. Alliance Entertainment Holding Corp. f/k/a Adara Acquisition Corp., Adara Sponsor LLC, Thomas Finke, Paul G. Porter, Beatriz Acevedo-Greiff, W. Tom Donaldson III, Dylan Glenn, and Frank Quintero

Related Party Transactions

Related Party Transactions	3 Months Ended
	Sep. 30, 2023
Related Party Transactions
Related Party Transactions	Note 13: Related Party Transactions Interest-Charge Domestic International Sales Corporation (“IC-DISC”) The Company had an affiliate, My Worldwide Marketplace, Inc., which was an IC-DISC and was established February 12, 2013. The IC-DISC was owned by the same shareholders of the Company, pre-Merger. Effective December 31, 2022, IC-DISC was discontinued and there will be no future accruals or commissions paid out. The IC-DISC was organized to manage sales to certain qualified customers and receive commissions from the Company for this activity. The commissions expenses were $0 and $1.4 million for the three months ended September 30, 2023, and 2022.repectively. The commission was determined under formulas and rules defined in the law and regulations of the US tax code, and under these regulations, the commission was deductible by the Company and results in a specified profit to the IC-DISC. This net profit was not subject to federal income tax. The IC-DISC distributed the profit to its stockholders, who were taxed on the income as a dividend. The owners of the IC-DISC elected to forgive the commissions earned for the twelve months ended December 31, 2022. The forgiveness of $6.6 million was recorded as a deemed capital contribution by the Company Stockholders. GameFly Holdings, LLC On February 1, 2023, Alliance entered into a Distribution Agreement (the “Agreement”) with GameFly Holdings, Inc., a customer of Alliance that is owned by the principal stockholders of Alliance, which is effective from February 1, 2023, through March 31, 2028, at which time the Agreement continues indefinitely until either party provides the other party with six-month advance notice to terminate the Agreement. During the three months ended September 30, 2023 and 2022, Alliance had distribution revenue in the amount of $0.8 million and $0.7 million, respectively, recorded as net revenues in the unaudited condensed consolidated statements of operations. MVP Logistics, LLC During the three months ended September 30, 2023, and 2022 Alliance incurred costs with MVP Logistics, LLC, in the amount of $1.0 million, and $2.0 million, respectively, recorded as cost of revenues in the unaudited condensed consolidated statements of operations, for freight shipping fees, transportation costs, warehouse distribution, and 3PL management services (for Arcades) at the Redlands, California and South Gates, California distribution facilities. MVP Logistics is an independent contractor, which is 33.3% owned by Joe Rehak, the SVP of Operations of COKeM International Limited, which was acquired by Alliance in September 2020, and the remaining 66.6% by unaffiliated third parties. Alliance believes the amounts payable to MVP Logistics are at fair market value. The MVP 3PL Logistics agreement for Redlands and Southgate, California is for a one-year term ending March 10, 2024, with one-year automatic renewals unless cancelled by either party. Ogilvie Loans On July 3, 2023 (the “Ogilvie 2023 Line of Credit”), (iii) borrowed $10,000,000 under the Ogilvie 2023 Line of Credit on July 3, 2023 and an additional $5,000,000 under the Ogilvie 2023 Line of Credit on July 10, 2023 (collectively, such loans the “July 2023 Ogilvie Loans”) and repaid the July 2023 Ogilvie Loans on July 26, 2023 (such repayment, together with the July 2023 Ogilvie Loans, the “July 2023 Ogilvie Loan Transactions”), and (iv) borrowed $17,000,000 under the Ogilvie 2023 Line of Credit on August 10, 2023 (such loan the “August 2023 Ogilvie Loan” and collectively with the June 2023 Ogilvie Loan and the July 2023 Ogilvie Loans, the “2023 Ogilvie Loans”) and repaid $7,000,000 of the August 2023 Ogilvie Loan on August 28, 2023 (such repayment, together with the August 2023 Ogilvie Loan, the “August 2023 Ogilvie Loan Transactions” and collectively with the June 2023 Ogilvie Loan Transactions and the July 2024 Ogilvie Loan Transactions, the “2023 Ogilvie Loan Transactions”). As of September 30, 2023, $10 million was outstanding on the Ogilvie Loans. Alliance agreed to pay interest on the Loan at the rate of the Bloomberg Short-Term Bank Yield Index (BSBY) plus 3% per annum calculated daily. The expected interest cost to be paid to Mr. Ogilvie if BSBY remains at 5.16%. For the three-month ended September 30, 2023 $243,000 in interest was paid on the Ogilvie Loans. Other Related Party Transactions During the year ended June 30, 2023, two promissory notes of approximately $0.25 million were outstanding between Adara and two of its then shareholders to provide cash to pay operating costs. The notes do not accrue interest and were payable no earlier than when the Merger closes or February 10, 2023. On September 30, 2023, all related party promissory notes were paid in full.

Leases

Leases	3 Months Ended
	Sep. 30, 2023
Leases
Leases	Note 14: Leases The Company leases offices and warehouse, computer equipment and vehicles. Certain operating leases may contain one or more options to renew. The renewal terms can extend the lease term from one The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Payments due under the lease contracts include fixed payments plus, may include variable payments. The Company’s office space leases require it to make variable payments for the Company’s proportionate share of the building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine the lease liability and are recognized as variable costs when incurred. Fixed payments may contain predetermined fixed rent escalations. Operating leases are included in the following asset and liability accounts on the Company’s Balance Sheet: Operating Lease Right-of-Use Assets, Current Portion of Operating Lease Obligations, and Noncurrent Operating Lease Obligations. ROU assets and liabilities arising from finance leases are included in the following asset and liability accounts on the Company’s Consolidated Balance Sheet: Property & Equipment - Net, Current Portion of Finance Lease Obligation, and Noncurrent Finance Lease Obligations. Components of lease expense were as follows for the three and nine months ended September 30, 2023, and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Three Months ​ ​ ​ Ended ​ Ended ​ ​ ​ September 30, ​ September 30, ​ ($ in thousands) 2023 ​ 2022 ​ Lease Cost ​ ​ ​ ​ ​ Finance Lease Cost: ​ ​ ​ ​ ​ Amortization of Right of Use Assets ​ $ 46 ​ $ 51 ​ Interest on lease liabilities ​ ​ 2 ​ ​ 4 ​ Operating Lease Cost ​ ​ 933 ​ ​ 1,095 ​ Short - Term Lease Cost ​ ​ 19 ​ ​ 1 ​ Variable Lease Cost ​ ​ 224 ​ ​ — ​ Total Lease Cost ​ $ 1,224 ​ $ 1,151 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Information ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows from finance leases ​ $ 2 ​ ​ — ​ Operating cash flows from operating leases ​ $ 1,020 ​ $ 1,176 ​ Financing cash flows from finance leases ​ $ 49 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Right of use assets obtained in exchange for new finance lease liabilities ​ $ 8,681 ​ ​ — ​ Right of use assets obtained in exchange for new operating lease liabilities ​ ​ — ​ ​ — ​ Net Right of use asset remeasurement ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term - finance leases (in Years) ​ 0.9 ​ 1.8 ​ Weighted average remaining lease term - operating leases (in Years) ​ 1.4 ​ 2.1 ​ Weighted average discount rate - finance leases ​ 3.7 % 3.7 % Weighted average discount rate - operating leases ​ 4.3 % 4.1 % ​ Maturities of operating and finance lease liabilities as of September 30, 2023 are as follows: ​ ​ ​ ​ ​ ($ in thousands) Operating Leases Finance Leases 2024 ​ 3,013 ​ 2,297 2025 1,415 ​ 3,062 2026 113 ​ 2,977 2027 ​ 14 ​ 1,688 2028 ​ 3 ​ — Total Lease Payments 4,558 ​ 10,024 Less Imputed Interest (105) ​ (1,142) Total ​ 4,453 ​ 8,882 ​

Business Acquisition

Business Acquisition	3 Months Ended
	Sep. 30, 2023
Business Acquisition
Business Acquisition	Note 15: Business Acquisition On July 1, 2022, Alliance purchased the Assets and Liabilities of Think3Fold, LLC, a collectibles distribution company for no consideration. The transaction expanded and diversified the Company’s portfolio of products and enabled scale and fixed cost leverage. The results of operations of the acquired entity have been included in the Consolidated Financial Statements since July 1, 2022. The Company recognized $640,000 in acquisition related costs in the three months ended September 30, 2022, which are included in the consolidated statements of operations and comprehensive income within transaction costs. Think3Fold revenue and earnings included in the Company’s consolidated statements of operations for the periods ended September 30, 2023 were $1.5 million and $0.2 million respectively. ​ As part of the Think3Fold acquisition, a contingent consideration, or earn-out, arrangement was established. The contingent consideration is contingent upon the achievement of certain predefined performance milestones from July 1, 2022, to June 30, 2025. The fair value of the contingent consideration was zero as of September 30, 2023 and as of June 30, 2023. Any subsequent changes in the fair value of the contingent consideration will be accounted for as an adjustment to the statement of operations and comprehensive (loss) income. The Think3Fold acquisition was treated for accounting purposes as a purchase of Think3Fold using the acquisition method of accounting in accordance with ASC 805, Business Combination. Under the acquisition method of accounting, the aggregate consideration was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair value as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired (or net liabilities assumed) being allocated to intangible assets and goodwill. Allocation of purchase price consideration ($ in thousands) ​ ​ ​ ​ Cash Acquired $ 1 Trade Receivables ​ 2,212 Inventory ​ 7,853 Intangibles ​ ​ 3,000 Other Assets ​ 19 Accounts Payable ​ (22,298) Total identifiable net assets (liabilities) ​ ​ (9,213) Goodwill ​ ​ 9,213 Total Consideration ​ $ — ​ Goodwill resulting from the Think3Fold acquisition is not deductible for tax purposes. This non-deductibility arises from the intrinsic nature of the transaction and applicable tax regulations. The recognized goodwill associated with the Think3Fold acquisition primarily comprises expected synergies, since the acquisition is expected to generate synergies in various aspects, including operational efficiencies and revenue growth. These synergies are a significant component of recognized goodwill, as they are anticipated to enhance the overall value of the combined entity.

Merger

Merger	3 Months Ended
	Sep. 30, 2023
Merger
Merger	Note 16: Merger As disclosed in Note 1, on February 10, 2023, the Company completed the Merger with Adara and a Merger Sub, resulting in the Company becoming a publicly traded company. While Adara was the legal acquirer in the Merger, for financial accounting and reporting purposes under U.S. GAAP, Legacy Alliance was the accounting acquirer, and the Merger was accounted for as a “reverse recapitalization.” A reverse recapitalization (i.e., a capital transaction involving the exchange of stock by Adara for Legacy Alliance’s stock) does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of Legacy Alliance. Accordingly, the consolidated assets, liabilities, and results of operations of Legacy Alliance became the historical consolidated financial statements of the combined company, and Adara’s assets, liabilities and results of operations were consolidated with Legacy Alliance beginning on the acquisition date. Operations prior to the Merger are presented as those of Legacy Alliance in future reports. The net assets of Adara were recognized at historical cost (which was consistent with carrying value), with no goodwill or other intangible assets recorded. At the closing of the Merger, each of the then issued and outstanding shares of Alliance common stock were cancelled and automatically converted into the right to receive the number of shares of Adara common stock equal to the exchange ratio (determined in accordance with the Business Combination Agreement). The Company’s 900 shares of previously outstanding common stock were exchanged for 47,500,000 shares of Class A Common Stock. In addition, the treasury stock was cancelled. This change in equity structure has been retroactively reflected in the financial statements for all periods presented. The following table summarizes the shares of Class A outstanding following consummation of the Merger: ​ ​ ​ ​ Alliance Public Shares 167,170 Alliance Sponsor Shares 1,500,000 Legacy Alliance Shares 47,500,000 Total Shares of Common Stock Outstanding after Merger 49,167,170 ​ Up to 60 million additional shares of Class A common stock may be issued to the Legacy Alliance shareholders at no cost and upon automatic conversion of the 60 million shares of Class E common stock based on future performance of the Company’s stock price, and warrants that can be exercised to purchase shares of Class A common stock at $11.50 per share (See Note 17). The 60 million shares of Class E common stock are held in an escrow account as additional consideration contingent on triggering events occurring within 10 years after the Merger. Upon reaching the following triggering events, the Class E shares will be released from the escrow account to the three major shareholders, and converted to Class A shares on a 1:1 basis: ● If the stock price increases to $20 per share within five years , 20 million Class E shares will be released. ● If the stock price increases to $30 per share within seven years , 20 million Class E shares will be released. ● If the stock price increases to $50 per share within ten years , 20 million Class E shares will be released. Each share of Class A and Class E common stock has one vote, and the common shares collectively will possess all voting power and will have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Since the Class E shares are subject to vesting conditions and meet the contingent exercise and settlement provisions to be considered indexed to the Company’s stock, they are accounted for as equity instruments, and are reflected as a reduction of retained earnings, at their fair value on the date of the Merger. In connection with the Merger, the Company’s 2023 Omnibus Equity Incentive Plan (the “2023 Plan”) became effective. The 2023 Plan is a comprehensive incentive compensation plan under which the Company can grant equity-based and other incentives awards to based officers, employees and directors of, and consultants and advisers to, Alliance and its subsidiaries. The Company has reserved a total of 600,000 shares of common stock for issuance as or under awards to be made under the 2023 Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any common stock subject to such award shall again be available for the grant of a new award. The 2023 Plan shall continue in effect, unless sooner terminated, until the tenth anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date), and the Board of Directors in its discretion may terminate it at any time with respect to any shares for which awards have not theretofore been granted, provided certain conditions are met, in accordance with the 2023 Plan. The price at which a share may be purchased upon exercise of a share option shall be determined by the Plan Committee; provided, however, that such option price (i) shall not be less than the fair market value of a share on the date such share option is granted, and (ii) shall be subject to adjustment as provided in the 2023 Plan. As of September 30, 2023, 463,800 shares were awarded under the 2023 Plan.

Warrants

Warrants	3 Months Ended
	Sep. 30, 2023
Warrants
Warrants	Note 17: Warrants As a result of the Merger, at June 30, 2023, there were 5,750,000 Public Warrants, 4,120,000 Private Placement Warrants and 50,000 Representatives Warrants issued and outstanding, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 (the “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. Additionally, 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 filed with the SEC on April 11, 2023, its 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. The registration, as amended, became effective June 29, 2023. Public Warrants The Public Warrants qualify for the derivative scope exception under ASC 815 and are therefore classified as equity on the consolidated balance sheets. They may only be exercised for a whole number of shares. The Public Warrants are currently exercisable at $11.50 per share and will expire five years after the completion of the Merger or earlier upon redemption or liquidation. 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 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 Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the Public 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 Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger, or consolidation. However, the Public 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 Public Warrants. Private Placement Warrants: The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering but are classified as liabilities on the consolidated balance sheet as they are not considered indexed to the company’s own stock. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants as described above. Representative Warrants The Company issued Representative Warrants, for minimal consideration to ThinkEquity, a division of Fordham Financial Management, Inc. (and/or its designees), in a private placement simultaneously with the closing of Alliance’s initial public offering, which are also classified as liabilities on the consolidated balance sheet. The Representative Warrants are identical to the Private Warrants except that so long as the Representative Warrants are held by ThinkEquity (and/or its designees) or its permitted transferees, the Representative Warrants (i) will not be redeemable by the Company, (ii) may be exercised by the holders on a cashless basis, (iii) are entitled to registration rights and (iv) are not exercisable more than five years from the effective date of the Merger. ​

Fair Value

Fair Value	3 Months Ended
	Sep. 30, 2023
Fair Value
Fair Value	Note 18: Fair Value ​ The Company complies with the provisions of FASB ASC 820, Fair Value Measurements, for its financial and non-financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. Level 2 – Observable inputs other than Level 1 prices such as quote prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of September 30, 2023, the Company has classified the private placement warrants and the representative warrants as Level 3 fair value measurements. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed below, the Company utilized the Lattice Model in valuing the Warrants. ​ The fair value of cash and cash equivalents, other assets, revolving credit facility, shareholder loan, accounts payable and accrued expenses approximate their carrying value due to the short-term maturities of these items. The fair value of the company’s revolving credit facility and shareholder loan, which are considered a Level 2 fair value measurement, approximates their carrying value because they have a variable interest rate. The Company recomputes the fair value of the Private and the Representative Warrants at the issuance date and the end of each quarterly reporting period. Such value computation includes subjective input assumptions that are consistently applied each period. If the Company were to alter its assumptions or the numbers input based on such assumptions, the resulting fair value could be materially different. The Company utilized the following assumptions to estimate fair value of the Private Warrants and Representative Warrants as of September 30, 2023. ​ ​ ​ ​ ​ Stock Price $ 1.11 ​ Exercise price per share ​ $ 11.50 ​ Risk-free interest rate ​ 4.61 % Expected term (years) ​ ​ 4.1 ​ Expected volatility ​ 48.60 % Expected dividend yield ​ — ​ ​ The significant assumptions using the Lattice model approach for valuation of the Warrants were determined in the following manner: (i) Risk-free interest rate: the risk-free interest rate is based on the U.S. Treasury rate with a term matching the time to expiration. (ii) Expected term: the expected term is estimated to be equivalent to the remaining contractual term. (iii) Expected volatility: expected stock volatility is based on daily observations of the Company’s historical stock value and implied by market price of the public warrants, adjusted by guideline public company volatility. (iv) Expected dividend yield: expected dividend yield is based on the Company’s anticipated dividend payments. As the Company has never issued dividends, the expected dividend yield is 0% and this assumption will be continued in future calculations unless the Company changes its dividend policy. The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2023 ​ Total Level 1 Level 2 Level 3 Private Placement and Representative Warrants $ 82 $ — $ — $ 82 ​ The table below presents the change in number and fair value of the Private and Representative Warrants since June 30, 2023: (in thousands, except the number of shares) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrants Representative Warrants Total ​ ​ Shares Value ​ Shares Value ​ Shares Value June 30, 2023 ​ 4,120,000 ​ $ 203 ​ 50,000 ​ $ 3 ​ 4,170,000 ​ $ 206 Exercised — ​ — — ​ — — ​ — Change in value — ​ $ (122) — ​ $ (2) — ​ $ (124) September 30, 2023 4,120,000 ​ $ 81 50,000 ​ $ 1 4,170,000 ​ $ 82 ​

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Sep. 30, 2023
Stock-Based Compensation
Stock-Based Compensation	Note 19: Stock-Based Compensation As part of the merger with Adara on February 10, 2023, 600,000 shares were authorized for a one-time employee stock plan. Total restricted stock awards of 463,800 shares were granted to employees on June 15, 2023, by approval of the compensation committee. The shares fully vest on October 4, 2023.The company does not have an annual stock-based compensation plan. ​ ​ ​ ​ ​ Number of RSAs Outstanding as of June 30, 2023 459,200 Granted — Forfeited — Outstanding as of September 30, 2023 459,200 ​ In connection with awards granted, the Company recognized $1.3 million in stock-based compensation expense during the three months ended September 30, 2023.

Issuance of Common Stock

Issuance of Common Stock	3 Months Ended
	Sep. 30, 2023
Issuance of Common Stock
Issuance of Common Stock	Note 20 – Issuance of Common Stock During the three months ended September 30, 2023, the Company sold 1,335,000 shares of its Class A common stock at $3.00 per share, resulting in net proceeds of approximately $1.3 million after deducting underwriter discounts and offering expenses. This capital raise allowed the Company to generate gross proceeds, with a portion allocated to underwriting discounts, offering related expenses, and representative’s warrants. Net proceeds were determined after accounting for these expenses.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis for Presentation The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and assumptions made may not prove to be correct, and actual results could differ from the estimates. Significant estimates inherent in the preparation of the accompanying condensed unaudited consolidated financial statements include management’s estimates of sales returns, warrants fair value, rebates, inventory valuation, and inventory recoverability. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.
Liquidity and Going Concern	Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt about the Company’s ability to continue as a going concern exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates the substantial doubt. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s principal source of liquidity is its borrowing capacity under the revolving credit facility (the “Revolver”) with Bank of America, N.A. which matures on December 31, 2023, and cash generated from operations. The Company has suffered losses from operations and net cash used on operating activities for the three-month period ended September 30, 2023, and has a working capital deficit. Management is in active discussions with lenders to renew the Revolver prior to its maturity. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. Management is currently evaluating cost reduction opportunities, process efficiencies, and its overall growth and diversification strategy. If the Company is unable to get an extension of its Revolver and implement sufficient mitigation efforts, the Company may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition.
Concentration of Credit Risk	Concentration of Credit Risk Concentration of Credit Risk consists of the following at: Revenue ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended ​ ($ in thousands) September 30, 2023 September 30, 2022 ​ Customer #1 18.5 % 24.9 % Customer #2 13.4 % 10.5 % Customer #3 ​ 11.9 % * ​ ​ Receivables Balance ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Customer #1 26.1 % 15.5 % Customer #2 10.3 % * ​ Customer #3 ​ * ​ 12.1 % Customer #4 ​ * ​ 10.5 % * ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended Purchases ​ September 30, 2023 ​ September 30, 2022 ​ Supplier #1 20.1 % 11.7 % Supplier #2 15.6 % 10.3 % Supplier #3 12.6 % * ​ ​ ​ ​ ​ ​ ​ ​ Payables September 30, 2023 June 30, 2023 Supplier #1 16.9 % * ​ Supplier #2 15.7 % * ​ Supplier #3 * 12.3 % *
Earnings per Share	Earnings per Share Basic Earnings Per Share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as stock options, warrants, and unvested restricted stock units, were exercised and converted into common shares and the impact would not be antidilutive. Diluted EPS is computed by dividing net income available to common shareholders by the weighted average shares outstanding during the period, increased by the number of additional shares that would have been outstanding if the potential shares had been issued and were dilutive. Contingently issuable shares are included in basic net loss per share only when there is no circumstance under which those shares would not be issued. As a result of the Merger (see Note 16), the Company has retroactively adjusted the weighted average shares outstanding prior to February 10, 2023, to give effect to the Exchange Ratio used to determine the number of shares of Class A Common Stock into which they were converted. The following table sets forth the computation of basic and diluted net earnings (loss) per share of Class A Common Stock for the three months ended September 30, 2023, and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ September 30, 2023 September 30, 2022 Net Loss (in thousands) ​ $ (3,462) ​ $ (7,509) Basic and diluted shares ​ ​ ​ ​ ​ ​ Weighted-average Class A Common Stock outstanding ​ ​ 50,502,170 ​ ​ 47,500,000 Loss per share for Class A Common Stock ​ ​ ​ ​ ​ ​ — Basic and Diluted ​ $ (0.07) ​ $ (0.16) ​ There are 60,000,000 shares of contingently issuable Class A Common Stock that were not included in the computation of basic earnings (loss) per share since the contingencies for the issuance of these shares have not been met as of September 30, 2023. There are also 9,920,000 warrants outstanding and 260,000 restricted shares that have been excluded from diluted earnings per share because they are anti-dilutive
Accounting Pronouncements	Accounting Pronouncements In October 2021, The FASB issued ASU No. 2021-08, Accounting for contract Assets and Contract Liabilities from contracts with customers (Topic 805) (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. ASU 2021-08 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The company adopted this ASU using the prospective approach method in July 2023. There have been no acquisitions since adoption and thus did not have a material impact on the Company’s condensed consolidated financial statements.

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Sep. 30, 2023
Organization and Summary of Significant Accounting
Schedule of concentration of credit risk	​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended ​ ($ in thousands) September 30, 2023 September 30, 2022 ​ Customer #1 18.5 % 24.9 % Customer #2 13.4 % 10.5 % Customer #3 ​ 11.9 % * ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Customer #1 26.1 % 15.5 % Customer #2 10.3 % * ​ Customer #3 ​ * ​ 12.1 % Customer #4 ​ * ​ 10.5 % * ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended Purchases ​ September 30, 2023 ​ September 30, 2022 ​ Supplier #1 20.1 % 11.7 % Supplier #2 15.6 % 10.3 % Supplier #3 12.6 % * ​ ​ ​ ​ ​ ​ ​ ​ Payables September 30, 2023 June 30, 2023 Supplier #1 16.9 % * ​ Supplier #2 15.7 % * ​ Supplier #3 * 12.3 % *

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies
Schedule of computation of basic and diluted net earnings (loss) per share of Common Stock	​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ September 30, 2023 September 30, 2022 Net Loss (in thousands) ​ $ (3,462) ​ $ (7,509) Basic and diluted shares ​ ​ ​ ​ ​ ​ Weighted-average Class A Common Stock outstanding ​ ​ 50,502,170 ​ ​ 47,500,000 Loss per share for Class A Common Stock ​ ​ ​ ​ ​ ​ — Basic and Diluted ​ $ (0.07) ​ $ (0.16)

Trade Receivables, Net (Tables)

Trade Receivables, Net (Tables)	3 Months Ended
	Sep. 30, 2023
Trade Receivables, Net
Schedule of trade receivables, net	​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Trade Receivables ​ $ 95,637 ​ $ 106,467 Less: ​ ​ ​ ​ Allowance for Credit Losses ​ (290) ​ (235) Sales Returns Reserve, Net ​ (1,344) ​ (1,470) Customer Rebate and Discount Reserve ​ (499) ​ 177 Total Allowances ​ (2,133) ​ (1,528) Trade Receivables, Net ​ $ 93,504 ​ $ 104,939

Inventory, Net (Tables)

Inventory, Net (Tables)	3 Months Ended
	Sep. 30, 2023
Inventory, Net
Schedule of inventory, net (all finished goods)	​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Inventory ​ $ 167,801 ​ $ 156,016 Less: Reserves ​ (8,369) ​ (9,253) Inventory, Net ​ $ 159,432 ​ $ 146,763 ​

Other Current and Long-Term A_2

Other Current and Long-Term Assets (Tables)	3 Months Ended
	Sep. 30, 2023
Other Current and Long-Term Assets
Schedule of other current and long-term assets	​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Other Assets - Current ​ ​ Prepaid Intellectual Property ​ $ 3,188 ​ $ 2,890 Prepaid Insurance ​ 802 ​ 1,365 Prepaid Manufacturing Components ​ 344 ​ 164 Prepaid Rent ​ ​ — ​ ​ 1,054 Prepaid Maintenance ​ 1,614 ​ 1,572 Prepaid Shipping Supplies ​ 1,106 ​ 1,254 Total Other Assets - Current ​ $ 7,054 ​ $ 8,299 ​ ​ ​ ​ ​ ​ ​ Other Long-Term Assets ​ ​ ​ ​ ​ ​ Income tax receivable ​ ​ 747 ​ ​ 747 Deposits ​ $ 272 ​ $ 270 Total Other Long-Term Assets ​ $ 1,019 ​ $ 1,017 ​

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Sep. 30, 2023
Property and Equipment, Net
Schedule of property and equipment, net	​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Property and Equipment ​ ​ Leasehold Improvements ​ $ 1,680 ​ $ 1,680 Machinery and Equipment ​ 29,537 ​ 29,537 Furniture and Fixtures ​ 1,749 ​ 1,749 Capitalized Software ​ 10,508 ​ 10,508 Equipment Under Capital Leases ​ 12,488 ​ 12,488 Computer Equipment ​ 1,626 ​ 1,626 Construction in Progress ​ — ​ 154 ​ ​ 57,588 ​ 57,742 Less: Accumulated Depreciation and Amortization ​ (44,757) ​ (44,321) Total Property and Equipment, Net ​ ​ 12,831 ​ $ 13,421

Goodwill and Intangibles, Net (

Goodwill and Intangibles, Net (Tables)	3 Months Ended
	Sep. 30, 2023
Goodwill and Intangibles, Net
Schedule of goodwill	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ June 30, 2023 ($ in thousands) ​ ​ ​ ​ ​ Goodwill, beginning of period $ 89,116 $ 79,903 Additions from business acquisition ​ — ​ 9,213 Goodwill, end of period ​ $ 89,116 ​ $ 89,116
Schedule of intangible assets, net	​ ​ ​ ​ ​ ​ ​ ​ ($in thousands) September 30, 2023 June 30, 2023 Intangibles: ​ ​ ​ ​ ​ ​ Customer Relationships ​ $ 78,000 ​ $ 78,000 Trade Name - Alliance ​ 5,200 ​ 5,200 Covenant Not to Compete ​ 10 ​ 10 Mecca Customer Relationships ​ 8,023 ​ 8,023 Customer List ​ 12,760 ​ 12,760 Total ​ $ 103,993 ​ $ 103,993 Accumulated Amortization ​ (87,687) ​ (86,637) Intangibles, Net ​ $ 16,306 ​ $ 17,356
Schedule of expected amortization over the next five years and thereafter	​ ​ ​ ​ ​ ($ in thousands) Intangible Assets Year Ended June 30 ​ ​ 2024 ​ $ 2,926 2025 ​ 3,326 2026 ​ 3,014 2027 ​ 2,954 2028 ​ ​ 1,931 Thereafter ​ 2,155 Total Expected Amortization ​ $ 16,306 ​

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Sep. 30, 2023
Accrued Expenses
Schedule of accrued expenses	​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Marketing Funds Accruals ​ $ 3,587 ​ $ 5,203 Payroll and Payroll Tax Accruals ​ 1,607 ​ 2,765 Accruals for Other Expenses ​ 768 ​ 1,372 Total Accrued Expenses ​ $ 5,962 ​ $ 9,340 ​

Revolving Credit Facility (Tabl

Revolving Credit Facility (Tables)	3 Months Ended
	Sep. 30, 2023
Revolving Credit Facility
Schedule of revolver balance	​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) September 30, 2023 June 30, 2023 Bank of America Revolving Credit Agreement ​ $ 125,684 ​ $ 133,323 Less: Deferred Finance Costs ​ — ​ (42) Revolving Credit, Net ​ $ 125,684 ​ $ 133,281 ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Sep. 30, 2023
Leases
Summary of components of lease expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Three Months ​ ​ ​ Ended ​ Ended ​ ​ ​ September 30, ​ September 30, ​ ($ in thousands) 2023 ​ 2022 ​ Lease Cost ​ ​ ​ ​ ​ Finance Lease Cost: ​ ​ ​ ​ ​ Amortization of Right of Use Assets ​ $ 46 ​ $ 51 ​ Interest on lease liabilities ​ ​ 2 ​ ​ 4 ​ Operating Lease Cost ​ ​ 933 ​ ​ 1,095 ​ Short - Term Lease Cost ​ ​ 19 ​ ​ 1 ​ Variable Lease Cost ​ ​ 224 ​ ​ — ​ Total Lease Cost ​ $ 1,224 ​ $ 1,151 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Information ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ Operating cash flows from finance leases ​ $ 2 ​ ​ — ​ Operating cash flows from operating leases ​ $ 1,020 ​ $ 1,176 ​ Financing cash flows from finance leases ​ $ 49 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Right of use assets obtained in exchange for new finance lease liabilities ​ $ 8,681 ​ ​ — ​ Right of use assets obtained in exchange for new operating lease liabilities ​ ​ — ​ ​ — ​ Net Right of use asset remeasurement ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term - finance leases (in Years) ​ 0.9 ​ 1.8 ​ Weighted average remaining lease term - operating leases (in Years) ​ 1.4 ​ 2.1 ​ Weighted average discount rate - finance leases ​ 3.7 % 3.7 % Weighted average discount rate - operating leases ​ 4.3 % 4.1 %
Summary of maturities of lease liabilities	Maturities of operating and finance lease liabilities as of September 30, 2023 are as follows: ​ ​ ​ ​ ​ ($ in thousands) Operating Leases Finance Leases 2024 ​ 3,013 ​ 2,297 2025 1,415 ​ 3,062 2026 113 ​ 2,977 2027 ​ 14 ​ 1,688 2028 ​ 3 ​ — Total Lease Payments 4,558 ​ 10,024 Less Imputed Interest (105) ​ (1,142) Total ​ 4,453 ​ 8,882 ​

Business Acquisition (Tables)

Business Acquisition (Tables)	3 Months Ended
	Sep. 30, 2023
Business Acquisition
Summary of acquisition date fair value of consideration transferred	Allocation of purchase price consideration ($ in thousands) ​ ​ ​ ​ Cash Acquired $ 1 Trade Receivables ​ 2,212 Inventory ​ 7,853 Intangibles ​ ​ 3,000 Other Assets ​ 19 Accounts Payable ​ (22,298) Total identifiable net assets (liabilities) ​ ​ (9,213) Goodwill ​ ​ 9,213 Total Consideration ​ $ —

Merger (Tables)

Merger (Tables)	3 Months Ended
	Sep. 30, 2023
Merger
Summary of the shares of class A outstanding following consummation of the merger	​ ​ ​ ​ Alliance Public Shares 167,170 Alliance Sponsor Shares 1,500,000 Legacy Alliance Shares 47,500,000 Total Shares of Common Stock Outstanding after Merger 49,167,170

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Sep. 30, 2023
Fair Value
Summary of estimate fair value of the Private Warrants and Representative Warrants	The Company utilized the following assumptions to estimate fair value of the Private Warrants and Representative Warrants as of September 30, 2023. ​ ​ ​ ​ ​ Stock Price $ 1.11 ​ Exercise price per share ​ $ 11.50 ​ Risk-free interest rate ​ 4.61 % Expected term (years) ​ ​ 4.1 ​ Expected volatility ​ 48.60 % Expected dividend yield ​ — ​
Summary of assets and liabilities measured at fair value on a recurring basis	The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2023 ​ Total Level 1 Level 2 Level 3 Private Placement and Representative Warrants $ 82 $ — $ — $ 82
Summary of change in number and fair value of the Private and Representative Warrants	The table below presents the change in number and fair value of the Private and Representative Warrants since June 30, 2023: (in thousands, except the number of shares) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Warrants Representative Warrants Total ​ ​ Shares Value ​ Shares Value ​ Shares Value June 30, 2023 ​ 4,120,000 ​ $ 203 ​ 50,000 ​ $ 3 ​ 4,170,000 ​ $ 206 Exercised — ​ — — ​ — — ​ — Change in value — ​ $ (122) — ​ $ (2) — ​ $ (124) September 30, 2023 4,120,000 ​ $ 81 50,000 ​ $ 1 4,170,000 ​ $ 82 ​

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Sep. 30, 2023
Stock-Based Compensation
Schedule of restricted stock awards	​ ​ ​ ​ ​ Number of RSAs Outstanding as of June 30, 2023 459,200 Granted — Forfeited — Outstanding as of September 30, 2023 459,200

Organization and Summary of S_3

Organization and Summary of Significant Accounting Policies (Details)	3 Months Ended
	Sep. 30, 2023 shares
Class A common stock
Organization and Summary of Significant Accounting Policies
Issuance of Common Stock, net of transaction cost of $1.9 million (in shares)	47,500,000
Class E common stock
Organization and Summary of Significant Accounting Policies
Issuance of Common Stock, net of transaction cost of $1.9 million (in shares)	60,000,000

Organization and Summary of S_4

Organization and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details)	3 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Revenue | Customer | Customer #1
Concentration of Credit Risk
Concentration of credit risk (in percent)	18.50%	24.90%
Revenue | Customer | Customer #2
Concentration of Credit Risk
Concentration of credit risk (in percent)	13.40%	10.50%
Revenue | Customer | Customer #3
Concentration of Credit Risk
Concentration of credit risk (in percent)	11.90%
Receivables Balance | Customer | Customer #1
Concentration of Credit Risk
Concentration of credit risk (in percent)	26.10%		15.50%
Receivables Balance | Customer | Customer #2
Concentration of Credit Risk
Concentration of credit risk (in percent)	10.30%
Receivables Balance | Customer | Customer #3
Concentration of Credit Risk
Concentration of credit risk (in percent)			12.10%
Receivables Balance | Customer | Customer #4
Concentration of Credit Risk
Concentration of credit risk (in percent)			10.50%
Purchases | Supplier | Supplier #1
Concentration of Credit Risk
Concentration of credit risk (in percent)	20.10%	11.70%
Purchases | Supplier | Supplier #2
Concentration of Credit Risk
Concentration of credit risk (in percent)	15.60%	10.30%
Purchases | Supplier | Supplier #3
Concentration of Credit Risk
Concentration of credit risk (in percent)	12.60%
Payables Balance | Supplier | Supplier #1
Concentration of Credit Risk
Concentration of credit risk (in percent)	16.90%
Payables Balance | Supplier | Supplier #2
Concentration of Credit Risk
Concentration of credit risk (in percent)	15.70%
Payables Balance | Supplier | Supplier #3
Concentration of Credit Risk
Concentration of credit risk (in percent)			12.30%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Sep. 30, 2023 shares
Shares of contingently issuable common stock	60,000,000
Warrants
Number of shares excluded from the calculation of income per share because their inclusion would be anti-dilutive	9,920,000
Restricted shares
Number of shares excluded from the calculation of income per share because their inclusion would be anti-dilutive	260,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Basic and diluted net earnings (loss) per common share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net Loss	$ (3,462)	$ (7,509)
Denominator:
Weighted-average Class A Common Stock outstanding, basic	50,502,170	47,500,000
Weighted-average Class A Common Stock outstanding, diluted	50,502,170	47,500,000
Loss per share for Class A Common Stock - Basic	$ (0.07)	$ (0.16)
Loss per share for Class A Common Stock - Diluted	$ (0.07)	$ (0.16)

Trade Receivables, Net (Details

Trade Receivables, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Trade Receivables, Net
Trade Receivables	$ 95,637	$ 106,467
Total Allowances	(2,133)	(1,528)
Trade Receivables, Net	93,504	104,939	$ 98,700
Allowance for Credit Losses
Trade Receivables, Net
Total Allowances	(290)	(235)
Sales Returns Reserve, Net
Trade Receivables, Net
Total Allowances	(1,344)	(1,470)
Customer Rebate and Discount Reserve
Trade Receivables, Net
Total Allowances	$ (499)	$ (177)

Inventory, Net (Details)

Inventory, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Inventory, Net
Inventory	$ 167,801	$ 156,016
Less: Reserves	(8,369)	(9,253)
Inventory, Net	$ 159,432	$ 146,763

Other Current and Long-Term A_3

Other Current and Long-Term Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Other Assets - Current
Prepaid Intellectual Property	$ 3,188	$ 2,890
Prepaid Insurance	802	1,365
Prepaid Manufacturing Components	344	164
Prepaid Rent		1,054
Prepaid Maintenance	1,614	1,572
Prepaid Shipping Supplies	1,106	1,254
Total Other Assets - Current	7,054	8,299
Other Long-Term Assets
Income tax receivable	747	747
Deposits	272	270
Total Other Long-Term Assets	$ 1,019	$ 1,017

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Property and Equipment
Total Property and Equipment	$ 57,588		$ 57,742
Less: Accumulated Depreciation and Amortization	(44,757)		(44,321)
Total Property and Equipment, Net	12,831		13,421
Depreciation expense	600	$ 600
Leasehold Improvements
Property and Equipment
Total Property and Equipment	1,680		1,680
Machinery and Equipment
Property and Equipment
Total Property and Equipment	29,537		29,537
Furniture and Fixtures
Property and Equipment
Total Property and Equipment	1,749		1,749
Capitalized Software
Property and Equipment
Total Property and Equipment	10,508		10,508
Equipment Under Capital Leases
Property and Equipment
Total Property and Equipment	12,488		12,488
Computer Equipment
Property and Equipment
Total Property and Equipment	$ 1,626		1,626
Construction in Progress
Property and Equipment
Total Property and Equipment			$ 154

Goodwill and Intangibles, Net -

Goodwill and Intangibles, Net - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Goodwill and Intangibles, Net
Goodwill, beginning of period	$ 89,116	$ 79,903
Additions from business acquisition	9,213	9,213
Goodwill, end of period	$ 89,116	$ 89,116

Goodwill and Intangibles, Net_2

Goodwill and Intangibles, Net - Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Intangibles:
Total	$ 103,993		$ 103,993
Accumulated Amortization	(87,687)		(86,637)
Total Expected Amortization	16,306		17,356
Amortization expense	1,051	$ 1,014
Customer Relationships
Intangibles:
Total	78,000		78,000
Trade Name - Alliance
Intangibles:
Total	5,200		5,200
Covenant Not to Compete
Intangibles:
Total	10		10
Mecca Customer Relationships
Intangibles:
Total	8,023		8,023
Customer List
Intangibles:
Total	$ 12,760		$ 12,760

Goodwill and Intangibles, Net_3

Goodwill and Intangibles, Net - Expected amortization over the next five years and thereafter (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Expected amortization over the next five years and thereafter
2024	$ 2,926
2025	3,326
2026	3,014
2027	2,954
2028	1,931
Thereafter	2,155
Total Expected Amortization	$ 16,306	$ 17,356

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Accrued Expenses
Marketing Funds Accruals	$ 3,587	$ 5,203
Payroll and Payroll Tax Accruals	1,607	2,765
Accruals for Other Expenses	768	1,372
Total Accrued Expenses	$ 5,962	$ 9,340

Revolving Credit Facility - Rev

Revolving Credit Facility - Revolver Balance (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023
Revolving Credit Facility
Revolving Credit, Net	$ 125,684	$ 133,281
Less: Deferred Finance Costs		(42)
Bank of America Revolving Credit Agreement
Revolving Credit Facility
Revolving Credit, Net	$ 125,684	$ 133,323

Revolving Credit Facility - Add

Revolving Credit Facility - Additional Information (Details) - USD ($)		3 Months Ended
	Sep. 13, 2023	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Revolving Credit Facility
Outstanding revolver balance		$ 125,684,000		$ 133,281,000
Minimum
Revolving Credit Facility
Waiver of favored equipment lease guaranty	$ 7,600,000
Maximum
Revolving Credit Facility
Waiver of favored equipment lease guaranty	$ 17,000,000
Federal Funds rate
Revolving Credit Facility
Annual interest rate		0.50%
Bank of America Libor rate
Revolving Credit Facility
Annual interest rate		2%
SOFR
Revolving Credit Facility
Annual interest rate		2.11%
Line of Credit
Revolving Credit Facility
Interest rate		8.42%		6%
Percentage of commitment fee on unused credit line		0.25%	0.25%
Amount of commitment fee on unused credit line		$ 330,000	$ 350,000
Amount available under the credit facility		$ 7,000,000		$ 2,000,000
Line of Credit | SOFR
Revolving Credit Facility
Basis rate		3.11%
Revolving Credit Facility
Revolving Credit Facility
Agent a waiver fee		$ 180,000
Bank of America Revolving Credit Agreement
Revolving Credit Facility
Maximum borrowing capacity				$ 175,000,000	$ 225,000,000	$ 175,000,000

Employee Benefits (Details)

Employee Benefits (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
AHBP
Employee Benefits
Maximum company exposure	$ 225,000
Accrued estimated run out exposure	$ 218,000	$ 218,000
401(k) Plan
Employee Benefits
Percentage of employee contribution	3%
Matching contribution	$ 0.50
Matching contribution (in percent)	4%

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Taxes
Effective tax rate	26%	26%
State taxes, net of federal benefits	7%
Federal statutory tax rate	21%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Commitments and Contingencies
Amount of long-term purchase commitments or arrangements	$ 0	$ 0
Accrued loss	$ 50,000	$ 150,000

Related Party Transactions (Det

Related Party Transactions (Details)					1 Months Ended	3 Months Ended
	Aug. 28, 2023 USD ($)	Aug. 10, 2023 USD ($)	Jul. 10, 2023 USD ($)	Jul. 03, 2023 USD ($)	Jun. 30, 2022 USD ($) item	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Related Party Transactions
IC DISC Commissions							$ 1,389,000
Interest expense						$ 3,140,000	2,354,000
Related party | Ogilvie 2023 Line of Credit
Related Party Transactions
Amount of borrowing		$ 17,000,000	$ 5,000,000	$ 10,000,000
Repayment of borrowing	$ 7,000,000
Amount outstanding on the shareholder loan						10,000,000
Interest expense						$ 243,000
Related party | Ogilvie 2023 Line of Credit | BSBY
Related Party Transactions
Spread on interest rate						3%
Interest rate						5.16%
Related party | IC-DISC
Related Party Transactions
IC DISC Commissions						$ 0	1,400,000
Amount of forgiveness						$ 6,600,000
Related party | GameFly Holdings, LLC | Joe Rehak
Related Party Transactions
Percentage of ownership interest						33.30%
Related party | MVP Logistics, LLC | Unaffiliated third parties
Related Party Transactions
Percentage of ownership interest						66.60%
Promissory notes | Related party | Adara and two of its then shareholders
Related Party Transactions
Number of notes executed | item					2
Amount of promissory notes					$ 250,000
Distribution Agreement | Related party | GameFly Holdings, LLC
Related Party Transactions
Sales to related party						$ 800,000	700,000
Freight shipping fees, transportation costs, warehouse distribution, and 3PL management services | Related party | MVP Logistics, LLC
Related Party Transactions
Costs						$ 1,000,000	$ 2,000,000

Leases (Details)

Leases (Details)	3 Months Ended
	Sep. 30, 2023
Leases
Options to renew operating lease	true
Minimum
Leases
Renewal term of operating lease	1 year
Maximum
Leases
Renewal term of operating lease	13 years

Leases - Components of lease ex

Leases - Components of lease expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Lease Cost
Finance Lease Cost: Amortization of Right of Use Assets	$ 46	$ 51
Finance Lease Cost: Interest on lease liabilities	2	4
Operating Lease Cost	933	1,095
Short - Term Lease Cost	19	1
Variable Lease Cost	224
Total Lease Cost	$ 1,224	$ 1,151

Leases - Other Information (Det

Leases - Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases	$ 2
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases	1,020	$ 1,176
Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases	49
Right of use assets obtained in exchange for new finance lease liabilities	$ 8,681
Weighted average remaining lease term - finance leases (in Years)	10 months 24 days	1 year 9 months 18 days
Weighted average remaining lease term - operating leases (in Years)	1 year 4 months 24 days	2 years 1 month 6 days
Weighted average discount rate - finance leases	3.70%	3.70%
Weighted average discount rate - operating leases	4.30%	4.10%

Leases - Maturities of lease li

Leases - Maturities of lease liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Maturities of lease liabilities, Operating leases
2024	$ 3,013
2025	1,415
2026	113
2027	14
2028	3
Total Lease Payments	4,558
Less Imputed Interest	(105)
Total	4,453
Finance Leases
2024	2,297
2025	3,062
2026	2,977
2027	1,688
Total Lease Payments	10,024
Less Imputed Interest	(1,142)
Total	$ 8,882

Business Acquisition (Details)

Business Acquisition (Details)	3 Months Ended
	Sep. 30, 2023 USD ($)
Business Acquisition
Transaction costs	$ 640,000
Revenue	1,500,000
Net Income (Loss)	$ 200,000

Business Acquisition - Acquisit

Business Acquisition - Acquisition date fair value of the consideration transferred (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition
Cash Acquired	$ 1
Trade Receivables	2,212
Inventory	7,853
Intangibles	3,000
Other Assets	19
Accounts Payable	(22,298)
Total identifiable net assets (liabilities)	(9,213)
Goodwill	$ 89,116	$ 89,116	$ 79,903

Merger (Details)

Merger (Details) - $ / shares	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Merger
Common stock, shares outstanding	50,502,170	49,167,170
Exercise price of warrants	$ 11.50
If the stock price increases to $20 per share within 5 years
Merger
Share issue price	$ 20
Minimum period considered for stock price increase	5 years
Number of shares to be released	20,000,000
If the stock price increases to $30 per share within 7 years
Merger
Share issue price	$ 30
Minimum period considered for stock price increase	7 years
Number of shares to be released	20,000,000
If the stock price increases to $50 per share within 10 years
Merger
Share issue price	$ 50
Minimum period considered for stock price increase	10 years
Number of shares to be released	20,000,000
2023 Plan
Merger
Number of common stock reserved for issuance	600,000
Awards granted	463,800
Class E Warrants
Merger
Warrants outstanding	60,000,000
Minimum period for occurring triggering events after Merger	10 years
Conversion ratio	1%
Class A common stock
Merger
Common stock, shares outstanding	49,167,170
Exercise price of warrants	$ 11.50
Stock issued to shareholder, conversion of convertible securities	60,000,000
Class A common stock | Class E Warrants
Merger
Warrants outstanding	60,000,000
ADARA ACQUISITION CORP
Merger
Common stock, shares outstanding	900
ADARA ACQUISITION CORP | Class A common stock
Merger
Common stock, shares outstanding	47,500,000

Merger - Common stock shares ou

Merger - Common stock shares outstanding after merger (Details) - shares	Sep. 30, 2023	Jun. 30, 2023
Merger
Total Shares of Common Stock Outstanding after Merger	50,502,170	49,167,170
Alliance Public Shares
Merger
Total Shares of Common Stock Outstanding after Merger	167,170
Alliance Sponsor Shares
Merger
Total Shares of Common Stock Outstanding after Merger	1,500,000
Legacy Alliance Shares
Merger
Total Shares of Common Stock Outstanding after Merger	47,500,000
Class A common stock
Merger
Total Shares of Common Stock Outstanding after Merger	49,167,170

Warrants (Details)

Warrants (Details)	3 Months Ended
	Sep. 30, 2023 D $ / shares	Jun. 30, 2023 shares
Warrants
Exercise price of warrants	$ 11.50
Private Placement Warrants
Warrants
Warrants outstanding | shares		4,120,000
Public Warrants
Warrants
Warrants outstanding | shares		5,750,000
Exercise price of warrants	11.50
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Warrant redemption condition minimum share price	$ 18
Number of trading days on which fair market value of shares is reported | D	20
Period of time after which warrant holder may do cashless exercise	30 days
Public Warrants expiration term	5 years
Threshold number of business days before sending notice of redemption to warrant holders | D	3
Representative Warrants
Warrants
Warrants outstanding | shares		50,000

Fair Value - Fair value of the

Fair Value - Fair value of the Warrants (Details)	Sep. 30, 2023 Y $ / shares
Stock Price
Fair Value
Fair value of warrants	1.11
Exercise price per share
Fair Value
Fair value of warrants	11.50
Risk-free interest rate
Fair Value
Fair value of warrants	0.0461
Expected term (years)
Fair Value
Fair value of warrants | Y	4.1
Expected volatility
Fair Value
Fair value of warrants	0.4860
Expected dividend yield
Fair Value
Fair value of warrants	0

Fair Value - Fair value on a re

Fair Value - Fair value on a recurring basis (Details) - Private Placement and Representative Warrants $ in Thousands	Sep. 30, 2023 USD ($)
Fair Value
Warrants	$ 82
Level 3
Fair Value
Warrants	$ 82

Fair Value - Change in number a

Fair Value - Change in number and fair value of the Private and Representative Warrants (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($) shares
Fair Value
June 30, 2023	$ 206
June 30, 2023 (in shares) | shares	4,170,000
Change in value	$ (124)
September 30, 2023	$ 82
September 30, 2023 (in shares) | shares	4,170,000
Private Warrants
Fair Value
June 30, 2023	$ 203
June 30, 2023 (in shares) | shares	4,120,000
Change in value	$ (122)
September 30, 2023	$ 81
September 30, 2023 (in shares) | shares	4,120,000
Representative Warrants
Fair Value
June 30, 2023	$ 3
June 30, 2023 (in shares) | shares	50,000
Change in value	$ (2)
September 30, 2023	$ 1
September 30, 2023 (in shares) | shares	50,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - shares	3 Months Ended	8 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
RSAs activity
Outstanding as of June 30, 2023	459,200
Outstanding as of September 30, 2023	459,200	459,200
RSAs
RSAs activity
Granted		463,800

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - RSAs - USD ($) $ in Millions	3 Months Ended	8 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Feb. 10, 2023
Stock-Based Compensation
Number of shares created			600,000
Awards granted		463,800
Stock-based compensation	$ 1.3

Issuance of Common Stock (Detai

Issuance of Common Stock (Details) - Class A common stock $ / shares in Units, $ in Millions	3 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Issuance of Common Stock
Number of shares issued | shares	1,335,000
Issued price per share | $ / shares	$ 3
Net proceeds | $	$ 1.3