AENT · Alliance Entertainment Holding Corp

Represents shares of the Issuer's common stock sold on the Transaction Date by the Reporting Person in multiple transactions at prices ranging from $3.05 through $3.15, inclusive, having a weighted average price as shown in column 4 of $3.10. The reporting person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

The warrants shown are owned by the Trust. Mr. Ogilvie disclaims any individual ownership of such securities except for his pecuniary interest in the Trust.

The warrants shown are owned by the Trust. Mr. Ogilvie disclaims any individual ownership of such securities except for his pecuniary interest in the Trust.

The warrants shown are owned by the Trust. Mr. Ogilvie disclaims any individual ownership of such securities except for his pecuniary interest in the Trust.

Represents shares of the Issuer's common stock sold on the Transaction Date by the Reporting Person in multiple transactions at prices ranging from $2.65 through $2.70, inclusive, having a weighted average price as shown in column 4 of $2.67. The reporting person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

The warrants shown are owned by the Trust. Mr. Ogilvie disclaims any individual ownership of such securities except for his pecuniary interest in the Trust.

The shares shown are owned by a trust and a corporation, which is indirectly wholly-owned by Mr. Ogilvie. The Bruce Ogilvie, Jr. Trust dated January 20, 1994 (the "Trust"), of which Mr. Ogilvie is a trustee, beneficially owns 15,283,275 shares. Mr. Ogilvie disclaims any individual ownership of such shares in the trust except for his pecuniary interest in the Trust. The corporation owns 4,700 shares.

Represents shares of the Issuer's common stock sold on the Transaction Date by the Reporting Person in multiple transactions at prices ranging from $2.72 through $2.89, inclusive, having a weighted average price as shown in column 4 of $2.80. The reporting person undertakes to provide to the registrant, any security holder of the registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

The price reported in column 8 is a weighted average price. These warrants were purchased in multiple transactions at prices ranging from $0.24 to $0.26.

Reflects a correction to the number of warrants purchased on 2/27 (64,018).

Reflects a correction to the number of warrants purchased on 2/27 (64,018).

The price reported in column 8 is a weighted average price. These warrants were purchased in multiple transactions at prices ranging from $0.26 to $0.28.

The price reported in column 8 is a weighted average price. These warrants were purchased in multiple transactions at prices ranging from $0.28 to $0.30.

This Amendment is being filed to correct the price reported for the shares of common stock purchased on February 26, 2025 and February 27, 2025.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.90 to $4.00.

The price repaid in column 8 is a weighted average price. These warrants were purchased in multiple transactions at prices ranging from $0.27 to $0.30.

The price repaid in column 8 is a weighted average price. These warrants were purchased in multiple transactions at prices ranging from $0.2292 to $0.2866.

This Amendment is being filed to correct the price reported for the shares of common stock purchased on February 26, 2025 and February 27, 2025.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.70 to $3.9852. The reporting person undertakes to provide to Alliance Entertainment Holding Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

The warrants shown are owned by the Trust. Mr. Ogilvie disclaims any individual ownership of such securities except for his pecuniary interest in the Trust.

The shares shown are owned by a trust and a corporation, which is indirectly wholly-owned by Mr. Ogilvie. The Bruce Ogilvie, Jr. Trust dated January 20, 1994, of which Mr. Ogilvie is a trustee, beneficially owns 15,281,275 shares. Mr. Ogilvie disclaims any individual ownership of such shares in the trust except for his pecuniary interest in the trust. The corporation owns 4,700 shares.

The shares shown are owned by a trust and a corporation, which is indirectly wholly-owned by Mr. Ogilvie. The Bruce Ogilvie, Jr. Trust dated January 20, 1994, of which Mr. Ogilvie is a trustee, beneficially owns 15,281,275 shares. Mr. Ogilvie disclaims any individual ownership of such shares in the trust except for his pecuniary interest in the trust. The corporation owns 4,700 shares.

The shares shown are owned by a trust and a corporation, which is indirectly wholly-owned by Mr. Ogilvie. The Bruce Ogilvie, Jr. Trust dated January 20, 1994, of which Mr. Ogilvie is a trustee, beneficially owns 15,281,275 shares. Mr. Ogilvie disclaims any individual ownership of such shares in the trust except for his pecuniary interest in the trust. The corporation owns 4,700 shares.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.200 to $2.204. The reporting person undertakes to provide to Alliance Entertainment Holding Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

The shares shown are owned by a trust and a corporation, which is indirectly wholly-owned by Mr. Ogilvie. The Bruce Ogilvie, Jr. Trust dated January 20, 1994, of which Mr. Ogilvie is a trustee, beneficially owns 15,279,275 shares. Mr. Ogilvie disclaims any individual ownership of such shares in the trust except for his pecuniary interest in the trust. The corporation owns 2,200 shares.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.46 to $2.56.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.50 to $2.58. The reporting person undertakes to provide to Alliance Entertainment Holding Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.29 to $2.65. The reporting person undertakes to provide to Alliance Entertainment Holding Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

The number of shares has been reduced by 8,554,025 shares, which are owned by the Ogilvie Legacy Trust dated September 14th, 2021, of which Mr. Ogilvie is not a trustee or beneficiary and as to which Mr. Ogilvie does not beneficially own or have an economic interest.

The shares shown are owned by a trust and a corporation, which is indirectly wholly-owned by Mr. Ogilvie. The Bruce Ogilvie, Jr. Trust dated January 20, 1994, of which Mr. Ogilvie is a trustee, beneficially owns 15,195,975 shares. Mr. Ogilvie disclaims any individual ownership of such shares in the trust except for his pecuniary interest in the trust. The corporation owns 300 shares.

The number of shares has been reduced by 8,554,025 shares, which are owned by the Ogilvie Legacy Trust dated September 14th, 2021, of which Mr. Ogilvie is not a trustee or beneficiary and as to which Mr. Ogilvie does not beneficially own or have an economic interest.

The shares shown are owned by a trust and a corporation, which is indirectly wholly-owned by Mr. Ogilvie. The Bruce Ogilvie, Jr. Trust dated January 20, 1994, of which Mr. Ogilvie is a trustee, beneficially owns 15,195,975 shares. Mr. Ogilvie disclaims any individual ownership of such shares in the trust except for his pecuniary interest in the trust. The corporation owns 300 shares.

The securities are held directly by the Bruce Ogilvie, Jr. Trust dated January 20, 1994, of which the reporting person is a trustee.

The securities are held directly by Blystone & Donaldson, LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

These shares represent Class B common stock held by Adara Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer.

Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock.

The reporting person was appointed as the managing member of the Sponsor on June 1, 2022. As the managing member of the Sponsor, the reporting person may be deemed to have beneficial ownership of the shares of Class B common stock held directly by the Sponsor and disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. As of immediately prior to the closing of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, the Sponsor held 2,575,000 shares of Class B common stock.

Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.

The securities are held directly by the Thomas M. Finke Family Trust dtd 12/14/2012, of which the reporting person is the grantor, the reporting person's spouse is the trustee and the reporting person's spouse and children are beneficiaries. The reporting person disclaims beneficial ownership of such securities, and the inclusion of such securities in this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.

As described in the issuer's registration statement on Form S-4 (File No. 333-250157), as amended (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock.

Upon the consummation of the issuer's business combination with Alliance Entertainment Holding Corporation on February 10, 2023, all issued and outstanding shares of the issuer's Class B common stock automatically converted into an equal number of shares of Class A common stock.

Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions.

Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.

The securities are held directly by the Thomas M. Finke Family Trust dtd 12/14/2012, of which the reporting person is the grantor, the reporting person's spouse is the trustee and the reporting person's spouse and children are beneficiaries. The reporting person disclaims beneficial ownership of such securities, and the inclusion of such securities in this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions.

Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.

Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.

The securities are held directly by B&D Series 2020, LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Each warrant will become exercisable 30 days after the completion of the issuer's initial business combination. Each warrant will expire five years after the completion of the issuer's initial business combination. Each warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising or reorganization transactions.

Following the closing of the issuer's business combination with Alliance Entertainment Holding Corporation, the Sponsor distributed all of the issuer's securities held by the Sponsor pro rata to the Sponsor's members.

The securities are held directly by B&D Series 2020, LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.