Alliance Entertainment Files S-1

TL;DR

Alliance Entertainment (AENT) filed its S-1, get ready for the details.

AI Summary

Alliance Entertainment Holding Corp. filed an S-1 form on June 11, 2024, detailing its financial status. The company, formerly Adara Acquisition Corp., is incorporated in Delaware and headquartered in Plantation, Florida. It operates in the wholesale durable goods sector and has a fiscal year end of June 30. The filing provides financial data for periods ending March 31, 2024, and March 31, 2023.

Why It Matters

This S-1 filing provides crucial financial and operational details for Alliance Entertainment Holding Corp., offering insights into its business performance and future prospects for investors and stakeholders.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is preparing to go public or has recently done so, which inherently carries higher risk due to the evolving nature of public market operations and financial scrutiny.

Key Numbers

• 333-280106 — SEC File Number (Identifies the specific SEC registration statement)
• 20240611 — Filing Date (Date the S-1 was officially filed with the SEC)
• 20230208 — Date of Name Change (Indicates when the company changed its name from Adara Acquisition Corp.)

Key Players & Entities

• ALLIANCE ENTERTAINMENT HOLDING CORP (company) — Filer
• Adara Acquisition Corp. (company) — Former company name
• 8201 PETERS ROAD SUITE 1000 PLANTATION FL 33324 (company) — Business and mailing address
• DE (company) — State of incorporation
• 0630 (dollar_amount) — Fiscal year end

FAQ

Key Financial Figures

• $8.00 — umed public offering price per share of $8.00 per share. The assumed public offering
• $3.01 — sdaq Capital Market on June 7, 2024 was $3.01 per share Investing in our Class A com
• $0.0001 — eans the Class A common stock par value $0.0001 per share, of Alliance. "Class E commo
• $10.00 — bruary 11, 2021, of 11,500,000 units at $10.00 per unit. "JOBS Act" means the Jumpsta
• $11.50 — designees in connection with the IPO. "$11.50 Warrants" means Public Warrants, the Pr
• $863.5 million — and 2023, Alliance's net revenues were $863.5 million and $911.6 million, respectively. Net i
• $911.6 m — 's net revenues were $863.5 million and $911.6 million, respectively. Net income (loss)
• $4.1 million — on, respectively. Net income (loss) was $4.1 million and ($42.2) million, respectively, and
• $42.2 — Net income (loss) was $4.1 million and ($42.2) million, respectively, and Adjusted EB
• $22.2 million — , respectively, and Adjusted EBITDA was $22.2 million and ($21.0) million, respectively. See
• $21.0 — Adjusted EBITDA was $22.2 million and ($21.0) million, respectively. See "Management
• $1.16 billion — 2023 and 2022, Alliance's revenues were $1.16 billion and $1.42 billion, respectively, net in
• $1.42 b — iance's revenues were $1.16 billion and $1.42 billion, respectively, net income (loss)
• $35.4 — n, respectively, net income (loss) was ($35.4) million and $28.6 million, respectivel
• $28.6 m — t income (loss) was ($35.4) million and $28.6 million, respectively, and Adjusted EBITD

Filing Documents

• aent-20240331xs1.htm (S-1) — 4037KB
• aent-20240331xex23d1.htm (EX-23.1) — 2KB
• aent-20240331xexfees.htm (EX-FILING FEES) — 44KB
• aent-20240331xs1001.jpg (GRAPHIC) — 12KB
• 0001104659-24-070087.txt ( ) — 19001KB
• aent-20240331.xsd (EX-101.SCH) — 103KB
• aent-20240331_cal.xml (EX-101.CAL) — 146KB
• aent-20240331_def.xml (EX-101.DEF) — 425KB
• aent-20240331_lab.xml (EX-101.LAB) — 678KB
• aent-20240331_pre.xml (EX-101.PRE) — 900KB
• aent-20240331xs1_htm.xml (XML) — 2998KB

RISK FACTORS

RISK FACTORS 11 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS INDUSTRY AND MARKET DATA

USE OF PROCEEDS

USE OF PROCEEDS 38 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 39 CAPITALIZATION 40

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43

BUSINESS

BUSINESS 55 MANAGEMENT 66

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 72 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 76 PRINCIPAL STOCKHOLDERS 78

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 80 SHARES ELIGIBLE FOR FUTURE SALE 88

UNDERWRITING

UNDERWRITING 90 LEGAL MATTERS 95 EXPERTS 95 WHERE YOU CAN FIND MORE INFORMATION 95 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES NOT LIABILITIES 96

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus and any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the underwriters have authorized anyone to provide you with information that is different. We are offering to sell, and seeking offers to buy, the securities covered hereby only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities covered hereby. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find Additional Information." For investors outside the United States: Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States. Unless otherwise indicated, informa

Risk Factors

Risk Factors Investing in our securities involves risks. You should carefully consider the risks described in "Risk Factors" beginning on page 11 before making a decision to invest in our Class A common stock. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. Set forth below is a summary of some of the principal risks we face: If Alliance fails to respond to or capitalize on the rapid technological development in the music, video, gaming, and entertainment industry, including changes in entertainment delivery formats, its business could be harmed; If Alliance does not successfully optimize and operate its fulfillment network, its business could be harmed; Disruptions in Alliance's supply chain have increased product expenditures and could result in an adverse impact on results of operations; Inflation could cause Alliance's product costs and operating and administrative expenses to grow more rapidly than net sales, which could result in lower gross margins and lower net earnings; Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of Alliance's customers could negatively impact Alliance's sales growth and results of operations; Our expansion into new products, services, technologies, and geographic regions subjects us to additional business, legal, financial, and competitive risks; Our business will suffer if we are not successful in developing and expanding our partner brands across our consumer base; Consumer interests change rapidly and acceptance of products and entertainment offerings are influenced by outside factors; If we are unable to navigate through global supply chain challenges, our business may be harmed; If we are unable to adapt our business to the continued shift to

View Full Filing

View this S-1 filing on SEC EDGAR