8-K
Alliance Entertainment Holding Corp (AENT)
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): March19, 2021
Adara Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40014 | 85-2373325 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
8845 Red Oak Boulevard
Charlotte, NC 28217
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (704) 606-2922
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 onwhich 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 of Class A Common Stock for $11.50 per share | ADRA WS | NYSE American LLC |
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 x
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 8.01. Other Events.
Separate Trading of Units, Class A Common Stock and Warrants
As previously reported, on February 11, 2021, Adara Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 11,500,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.
On March 19, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Class A Common Stock and Warrants comprising the Units commencing on March 24, 2021. Those Units not separated will continue to trade on NYSE American under the symbol “ADRA.U,” and the Class A Common Stock and Warrants that are separated will trade on NYSE American under the symbols “ADRA” and “ADRA WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release, dated<br> March 19, 2021. |
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: March 19, 2021
| ADARA ACQUISITION CORP. | ||
|---|---|---|
| By: | /s/ Martin A. Sumichrast | |
| Name: | Martin A. Sumichrast | |
| Title: | Chief Executive Officer |
Exhibit 99.1
Adara AcquisitionCorp. Announces Separate Trading of its Class A Common Stock andWarrants, Commencing March 24, 2021
Charlotte,NC, March 19, 2021 (BUSINESSWIRE)– Adara Acquisition Corp. (NYSE American: ADRA.U) (the “Company”) announced today that, commencing March 24, 2021, holders of the 11,500,000 units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock and warrants included in the units. The shares of Class A common stock and warrants that are separated will trade on NYSE American LLC (“NYSE American”) under the symbols “ADRA” and “ADRA WS”, respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on NYSE American under the symbol “ADRA.U.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on February 8, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the units and the underlying securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The Company’s sponsor, Adara Sponsor LLC, is led by cbdMD, Inc. (NYSE American: YCBD, YCBDpA) and Blystone & Donaldson, LLC.
The Company is led by its Chairman, Thomas Finke (former Chairman and CEO of Barings LLC), its CEO and director, Martin A. Sumichrast (Co-CEO of cbdMD, Inc.), and its director, W. Tom Donaldson (founder of Blystone & Donaldson). In addition to Messrs. Finke, Sumichrast and Donaldson, the Company’s Board of Directors also includes Frank Quintero, Dylan Glenn and Beatriz Acevedo-Greiff.
The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any industry, it currently intends to concentrate its search for a target business operating in the consumer products and related industries.
ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager.
The offering is being made only by means of a prospectus, copies of which may be obtained by contacting ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673 or by email at prospectus@think-equity.com.
FORWARD-LOOKINGSTATEMENTS
This pressrelease contains statements that constitute “forward-looking statements.” Forward-looking statements are subject tonumerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors sectionof the Company’s registration statement and final prospectus for the initial public offering filed with the SEC. Copies areavailable on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisionsor changes after the date of this release, except as required by law.
CONTACT
cbdMD, Inc.
John Weston
Director of Investor Relations
John.Weston@cbdMD.com
(704) 249-9515