AENT 8-K
Alliance Entertainment Holding Corp (AENT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in its Charter) |
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant 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 Symbol(s) |
Name
of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 29, 2026, the Company filed a Third Amended and Restated Certificate of Incorporation (the “Third A&R Certificate”) with the Delaware Secretary of State, which amended and restated the Company’s Second Amended and Restated Certificate of Incorporation (the “Second A&R Certificate”) to eliminate the voting rights of the Class E Common Stock except to the extent required by law. On August 26, 2026, the Company filed a Certificate of Correction with the Delaware Secretary of State, which nullified the Third A&R Certificate in its entirety on the basis that the Third A&R Certificate was not approved in compliance with the Second A&R Certificate. Upon the filing of the Certificate of Correction, the Third A&R Certificate was nullified, and the Second A&R Certificate, as filed with the Delaware Secretary of State on February 10, 2023, shall be and remain the operative certificate of incorporation of the Company.
The foregoing description of the Certificate of Correction does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Correction, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit
No. |
Description | |
| 3.1 | Certificate of Correction, as filed with the Secretary of State of the State of Delaware on August 26, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 28, 2026 | ALLIANCE ENTERTAINMENT HOLDING CORPORATION | |
| By: | /s/ Bruce Ogilvie | |
| Name: | Bruce Ogilvie | |
| Title: | Executive Chairman | |
| 3 |
Exhibit 3.1
State of Delaware
Certificate of Correction
OF
ALLIANCE ENTERTAINMENT HOLDING CORPORATION
Alliance Entertainment Holding Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1. That the name of this corporation is, and that this corporation was originally incorporated pursuant to the General Corporation Law on August 5, 2020 under the name Adara Acquisition Corp.
2. That a Third Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate”) was filed with the Secretary of State of Delaware on July 29, 2026, and that said Certificate requires nullification as permitted by Section 103(f) of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of the Certificate is as follows: The Certificate is an inaccurate record of the corporate action therein referred to because the Certificate was not approved in compliance with the Second Amended and Restated Certificate of Incorporation of Alliance Entertainment Holding Corporation, including the stockholder approval requirements set forth therein.
4. The Certificate is hereby nullified in its entirety. Upon the filing of this Certificate of Correction, the Second Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Secretary of State on February 10, 2023, shall be and remain the operative certificate of incorporation of the Corporation.
5. This Certificate of Correction is being filed in accordance with Section 103(f) of the General Corporation Law of the State of Delaware.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Certificate of Correction has been executed by a duly authorized officer of this Corporation on this 26th day of August, 2026.
| By: | /s/ Bruce Ogilvie | |
| Name: | Bruce Ogilvie | |
| Title: | Executive Chairman |