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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 20, 2024
ALLIANCE ENTERTAINMENT HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-40014 85-2373325
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8201 Peters Road
,
Suite1000
Plantation
,
FL
,
33324
(Address of Principal Executive Offices) (Zip Code)
(
954
)
255-4000
(Registrant's Telephone Number, IncludingArea Code)
Not Applicable
(Former Name or Former Address, if Changed SinceLast Report)
Check the appropriate box below if the Form 8-Kfiling is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
.. Written communications pursuantto Rule 425 under the Securities Act (17 CFR 230.425)
.. Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
.. Pre-commencement communicationspursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.. Pre-commencement communicationspursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Securities registered pursuant to Section 12(b)of the Act:
Title of each class Trading Name of each exchange on
Symbol(s) which registered
Class A common stock, par AENT The Nasdaq
value $0.0001 per share Stock Market LLC
Redeemable warrants, exercisable for shares of Class A AENTW The Nasdaq
common stock at an exercise price of $11.50 per share Stock Market LLC
Indicate by check mark whether the registrantis an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of theSecurities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
x
If an emerging growth company, indicate by checkmark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accountingstandards provided pursuant to Section 13(a) of
the Exchange Act.
..
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointmentof Chief Accounting Officer, Chief Compliance Officer and Chief
Operations Officer
On May 20, 2024, theBoard of Directors of Alliance Entertainment Holding
Corporation (the "Company" or "Alliance") appointed (i) AmandaGnecco to the
position of Chief Accounting Officer, (ii) Robert Black to the position of
Chief Compliance Officer and (iii) Warwick Goldbyto the position on Chief
Operations Officer, in each case, effective immediately (the "Appointments").
As Chief AccountingOfficer, Ms. Gnecco will serve as the Company's principal
accounting officer.
Ms.Gnecco, age 44, joined Alliance in August 2018 and previously served as
Senior Vice President, Accounting and Finance until her promotionto Chief
Accounting Officer. As Senior Vice President, Accounting and Finance, Ms.
Gnecco, together with Mr. Black, has been responsiblefor
overseeing Alliance's financial operations and financial and SEC reporting.
Ms. Gnecco received a Master of Science inAccounting from the Keller Graduate
School of Management and a B.S. in Accounting from Midwestern State University.
Mr.Black, age 63, joined Alliance in September 2019 and previously served as
Senior Vice President, Accounting and Finance until his promotionto Chief
Compliance Officer. As Senior Vice President, Accounting and Finance, Mr.
Black, together with Ms. Gnecco, has been responsiblefor overseeing Alliance's
financial operations and financial and SEC reporting. Prior to joining
Alliance, Mr. Black servedas Senior Finance Manager at Amazon.com, Inc. from
March 2017 through August 2019. Mr. Black earned an M.B.A. from the University
of NotreDame Mendoza College of Business and a B.S. at Ferris State University
in Industrial Relations and Machine Tool Technology.
Mr.Goldby, age 48, joined Alliance in November 2016 and previously served as
Senior Vice President of Distribution Operations until his promotionto Chief
Operations Officer. Prior to serving as Senior Vice President of Distribution
Operations, Mr. Goldby has held several positionswith increasing responsibilitie
s in the operations department at Alliance.
Mr. Goldby graduated from the University of Natal, SouthAfrica, with a
bachelor's degree in Commerce.
In connection with theAppointments, the Company expects to enter into
indemnification agreements with each of Ms. Gnecco and Messrs. Black and
Goldby on termsconsistent with those in the indemnification agreements between
the Company and certain of its officers.
There are no arrangementsor understandings between Ms. Gnecco, Mr. Black or
Mr. Goldby and any other persons pursuant to which they were appointed as the
Company'sChief Accounting Officer, Chief Compliance Officer or Chief
Operations Officer, respectively. Additionally, Ms. Gnecco, Mr. Black andMr.
Goldby are not party to any transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K, nor doMs. Gnecco, Mr. Black or
Mr. Goldby have any family relationships with any of the Company's directors
or executive officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Exhibit
No.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to therequirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersignedhereunto duly authorized.
Dated: May 24, 2024 ALLIANCE ENTERTAINMENT HOLDING CORPORATION
By: /s/ Bruce Ogilvie
Name: Bruce Ogilvie
Title: Executive Chairman
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