Adara Sponsor LLC - 10 Feb 2023 Form 4 Insider Report for ALLIANCE ENTERTAINMENT HOLDING CORP (AENT)

Role
10%+ Owner
Signature
/s/ Thomas Finke, Managing Member
Issuer symbol
AENT
Transactions as of
10 Feb 2023
Net transactions value
$0
Form type
4
Filing time
13 Feb 2023, 16:59:50 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AENT Class A Common Stock Options Exercise $0 +1,200,000 $0.000000 1,200,000 10 Feb 2023 Direct F3
transaction AENT Class A Common Stock Other $0 -1,200,000 -100% $0.000000* 0 10 Feb 2023 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AENT Class B Common Stock Disposed to Issuer $0 -1,375,000 -53% $0.000000 1,200,000 10 Feb 2023 Class A Common Stock 1,375,000 Direct F1, F2
transaction AENT Class B Common Stock Options Exercise $0 -1,200,000 -100% $0.000000* 0 10 Feb 2023 Class A Common Stock 1,200,000 Direct F1, F3
transaction AENT Warrant Other $0 +4,120,000 $0.000000 4,120,000 10 Feb 2023 Class A Common Stock 4,120,000 Direct F5
transaction AENT Warrant Other $0 -4,120,000 -100% $0.000000* 0 10 Feb 2023 Class A Common Stock 4,120,000 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Adara Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2 Represents the forfeiture of 1,375,000 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Alliance Entertainment Holding Corporation.
F3 Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock.
F4 Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.
F5 Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions.