Adara Acquisition Corp.

A class of common stock lost its vote by written consent of the majority holders rather than at a meeting, so no unaffiliated holder cast a vote on it; the only public step was the Section 14(c) information statement filed July 7, 2026 and the 21-day wait it triggers. Executive Chairman Bruce Ogilvie is trustee of one consenting trust and signed the report.

A class of stock is losing its vote by the action of the holders who already control the company, without a meeting. The consenting group holds 46,847,262 Class A and 58,866,667 Class E shares, about 98.1% of the Class E voting power, so the class voted away its own rights. The charter takes effect on the twenty-first day after the Section 14(c) information statement is mailed; other stockholders are informed, not asked.

The proposal deadline and the record date are the same day, and both fall about ten days after this announcement, so the window for a stockholder to act is very short. The report states that notice under the universal proxy rule 14a-19 was required by May 30, 2024, described as 60 days before the meeting; May 30, 2024 is 161 days before November 7, 2024 and had already passed when this report was filed. This is also the meeting whose absence triggered the July 25, 2024 Nasdaq deficiency.

The deficiency is procedural and already has a granted extension, so listing is not at immediate risk provided the annual meeting is held by December 27, 2024. The company states it intends to hold the meeting on or before that date. Registrant is the post-combination company Alliance Entertainment, recorded here under the SPAC ticker ADRA.

The filing states that from January 4, 2024 through the date of the report — a 6-trading-day period — the closing bid price met or exceeded $1.00, so the cure is partly under way but four days short of the ten needed. A second 180-day period is possible only if the company then meets the market value of publicly held shares requirement and all other initial listing standards except bid price, and notifies Nasdaq of an intent to cure that may include a reverse stock split.

The CEO now also holds the principal financial and accounting officer role, so one person signs both certifications. The filing states Mr. Walker entered into no material plan, contract or arrangement in connection with the appointment, that no arrangement or understanding with any other person led to his selection, and that no changes to his base salary or other employment arrangements are contemplated.

What changed: Alliance Entertainment Holding Corp. filed a Certificate of Correction with the Delaware Secretary of State on August 26, 2026, which nullified its Third Amended and Restated Certificate of Incorporation in its entirety because it was not approved in compliance with the Second A&R Certificate; consequently, the Second Amended and Restated Certificate of Incorporation (filed February 10, 2023) remains the operative certificate. Why it matters: The filing clarifies that the attempted elimination of voting rights for Class E Common Stock via the Third A&R Certificate is void, preserving the existing corporate governance structure under the Second A&R Certificate.

What changed: 8-K of Alliance Entertainment Holding Corporation. Item 5.03 (amendments to articles of incorporation): on July 29, 2026 the Company filed its Third Amended and Restated Certificate of Incorporation with Delaware, effective on filing, which eliminated the voting rights of the Class E Common Stock except to the extent required by law. The amendment was approved by written consent delivered June 24, 2026 by the Bruce Ogilvie, Jr. Trust, CEO and director Jeffrey Walker, and the Ogilvie Legacy Trust, and could not take effect before July 29, 2026, the 21st day after mailing. Why it matters: A class of common stock lost its vote by written consent of the majority holders rather than at a meeting, so no unaffiliated holder cast a vote on it; the only public step was the Section 14(c) information statement filed July 7, 2026 and the 21-day wait it triggers. Executive Chairman Bruce Ogilvie is trustee of one consenting trust and signed the report.

What changed: Alliance Entertainment Holding Corporation, successor to Adara Acquisition Corp., received a written consent on June 24, 2026 from stockholders holding roughly 95.3% of the voting power of its outstanding common stock, approving a third amended and restated certificate of incorporation that eliminates the voting rights of the Class E common stock except where law requires them. The consenting holders were the Bruce Ogilvie, Jr. Trust, chief executive Jeffrey Walker, and the Ogilvie Legacy Trust. Why it matters: A class of stock is losing its vote by the action of the holders who already control the company, without a meeting. The consenting group holds 46,847,262 Class A and 58,866,667 Class E shares, about 98.1% of the Class E voting power, so the class voted away its own rights. The charter takes effect on the twenty-first day after the Section 14(c) information statement is mailed; other stockholders are informed, not asked.