Walter Tommy Donaldson III - 10 Feb 2023 Form 4 Insider Report for ALLIANCE ENTERTAINMENT HOLDING CORP (AENT)

Role: Director
Signature: /s/ W. Tom Donaldson III
Issuer symbol: AENT
Transactions as of: 10 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 13 Feb 2023, 17:01:30 UTC
Next filing: 05 Jul 2023
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	+25,000		$0.000000	25,000	10 Feb 2023	Direct	F2
transaction	AENT	Class A Common Stock	Other	$0	+547,727		$0.000000	547,727	10 Feb 2023	See Footnote	F3, 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	Options Exercise	$0	-25,000	-100%	$0.000000^*	0	10 Feb 2023	Class A Common Stock	25,000		Direct	F1, F2
transaction	AENT	Warrant	Other	$0	+1,873,335		$0.000000	1,873,335	10 Feb 2023	Class A Common Stock	1,873,335		See Footnote	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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	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.
F3	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.
F4	The securities are held directly by B&D Series 2020, LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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.