Alliance Entertainment Holding Corp 10-Q for FY2022 Q3

Alliance Entertainment Holding Corp (AENT)

10-Q 2022-05-13 For: 2022-03-31

Added on April 07, 2026

About this 10-Q

Alliance Entertainment Holding Corp filed this 10-Q on May 13, 2022, covering the quarter ended March 31, 2022 (FY2022 Q3).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $1.12M; down 70.9% from net income of $3.85M a year earlier

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	ADRA.U	NYSE American LLC
Class A Common Stock, par value $0.0001 per share	ADRA	NYSE American LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	ADRA WS	NYSE American LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


		Page
Part I. Financial Information
Item 1.	Condensed Financial Statements
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for Three Months Ended March 31, 2022 and 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Deficit for Three Months Ended March 31, 2022 and 2021	3
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
Part II. Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
Part III. Signatures		26


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	232,935	$	724,410
Prepaid expenses		143,333		199,166
Total Current Assets		376,268		923,576

Deferred offering costs		—		—
Marketable securities held in Trust Account		116,170,636		116,160,281
TOTAL ASSETS	$	116,546,904	$	117,083,857

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	467,505	$	440,245
Total Current Liabilities		467,505		440,245
Warrant Liabilities		3,174,400		4,860,800
Total Liabilities		3,641,905		5,301,045

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value; 11,500,000 shares at $10.10 redemption value at March 31, 2022 and December 31, 2021		116,150,000		116,150,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,875,000 shares issued and outstanding at March 31, 2022 and December 31, 2021		288		288
Additional paid-in capital		—		—
Accumulated deficit		(3,245,289)		(4,367,476)
Total Stockholders’ Deficit		(3,245,001)		(4,367,188)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT	$	116,546,904	$	117,083,857


	Three Months Ended
	March 31,
	2022		2021
Operating and formation costs	$	574,568	$	168,003
Loss from operations		(574,568)		(168,003)

Other income (expense):
Interest earned on investments held in Trust Account		10,355		1,528
Transaction costs incurred in connection with IPO		—		(86,544)
Change in fair value of warrants liabilities		1,686,400		4,106,900
Other income, net		1,696,755		4,021,884

Net income	$	1,122,187	$	3,853,881

Weighted average shares outstanding, Class A common stock		11,500,000		6,133,333

Basic and diluted net income per share, Class A common stock	$	0.08	$	0.44

Weighted average shares outstanding, Class B common stock		2,875,000		2,700,000

Basic and diluted net income per share, Class B common stock	$	0.08	$	0.44


				Additional				Total
	Class B Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance - January 1, 2022	2,875,000	$	288	$	—	$	(4,367,476)	$	(4,367,188)

Net income	—		—		—		1,122,187		1,122,187

Balance – March 31, 2022 (unaudited)	2,875,000	$	288	$	—	$	(3,245,289)	$	(3,245,001)


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance - January 1, 2021	2,875,000	$	288	$	24,712	$	(5,476)	$	19,524

Accretion for Class A common stock to redemption amount	—		—		(313,212)		(7,606,206)		(7,919,418)

Cash paid in excess of fair value of private warrants	—		—		288,400		—		288,400

Issuance of Representative Warrants	—		—		100		—		100

Net income	—		—		—		3,853,881		3,853,881

Balance – March 31, 2021 (unaudited)	2,875,000	$	288	$	—	$	(3,757,801)	$	(3,757,513)


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants	$	(5,290,000)
Class A common stock issuance at cost	$	(1,479,418)
Plus:
Accretion of carrying value to redemption value	$	7,919,418
Class A common stock subject to possible redemption	$	116,150,000


						Basic Dilutive				Dilutive
	Three Months Ended				Three Months Ended					Three Months Ended
	March 31, 2022					March 31, 2021				March 31, 2021
	Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	897,750	$	224,437		$	2,675,902	$	1,177,979	$	2,623,919	$	1,229,962
Denominator:
Basic and diluted weighted average shares outstanding		11,500,000		2,875,000			6,133,333		2,700,000		6,133,333		2,875,000

Basic and diluted net income per common stock	$	0.08	$	0.08		$	0.44	$	0.44	$	0.43	$	0.43


		March 31,	December 31,
Description	Level	2022	2021
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	1	116,170,636	116,160,281

Liabilities:
Warrant Liability – Public Warrants	1	1,840,000	2,817,500
Warrant Liability – Private Placement Warrants	2	1,302,400	1,994,300
Warrant Liability – Representative Warrants	3	32,000	49,000


	February 11, 2021
	(Initial Measurement)									December 31, 2021								March 31, 2022
	Public			Private			Representative			Public			Private			Representative		Representative			Private
Input	Warrants			Warrants			Warrants			Warrants			Warrants			Warrants		Warrants			Warrants
Market price of public stock	$	9.54		$	9.54		$	9.54		$	9.79		$	9.79		$	9.79	$	9.88		$	—
Risk-free rate		0.52	%		0.52	%		0.36	%		1.18	%		1.18	%		1.18		2.44	%		—	%
Dividend Yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00		0.00	%		—	%
Exercise price	$	11.50		$	11.50		$	11.50		$	11.50		$	11.50		$	11.50	$	11.50		$	—
Effective expiration date		6/26/26			6/26/26			5/11/25			6/23/26			6/23/26			6/23/26		6/23/26			—
One-touch hurdle	$	18.15		$	—		$	—		$	18.53		$	—		$	18.53	$	—		$	—


	Private Placement		Public		Representative		Warrant Liabilities

Fair value as of January 1, 2021	$	—	$	—	$	—	$	—
Initial measurement on February 11, 2021		3,785,100		5,290,000		36,500		9,111,600
Change in valuation inputs or other assumptions		(1,730,400)		(2,357,500)		(19,000)		(4,106,900)
Transfer to Level 1		(2,054,700)		(2,932,500)		—		(4,987,200)
Fair value as of March 31, 2021	$	—	$	—	$	17,500	$	17,500


	Representative		Warrant Liabilities

Fair value as of January 1, 2022	$	49,000	$	49,000
Change in valuation inputs or other assumptions		(17,000)		(17,000)
Fair value as of March 31, 2022	$	32,000	$	32,000


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

	ADARA ACQUISITION CORP.

Date: May 13, 2022	By:	/s/ Martin A. Sumichrast
	Name:	Martin A. Sumichrast
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 13, 2022	By:	/s/ Paul G. Porter
	Name:	Paul G. Porter
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)