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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): November 6, 2025
| 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, Suite 1000
Plantation,
FL 33324
(Address
of Principal Executive Offices) (Zip Code)
(954)
255-4000
(Registrant’s
Telephone Number, Including Area Code)
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 |
| Class
A common stock, par value $0.0001 per share |
|
AENT |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share |
|
AENTW |
|
The
Nasdaq Stock Market 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 ☒
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 5.07 Submission of Matters to a Vote of Security Holders.
On
November 6, 2025, the Company held the Annual Meeting at which the Company’s stockholders voted on the following proposal and cast
their votes as described below. These matters are described in detail in the Definitive Proxy Statement.
The
final results for Proposal No. 1 as set forth in the Definitive Proxy Statement were as follows:
Proposal
No. 1: To elect three (3) Class II directors to serve on the Company’s Board until the 2028 Annual Meeting of Stockholders
or until their respective successors are duly elected and qualified:
| Nominee | |
Votes For | | |
Votes Withheld | |
| Terilea Wielenga | |
| 107,049,183 | | |
| 260,858 | |
| Dmitry Kozko | |
| 107,299,361 | | |
| 10,680 | |
| Sheila Bangalore | |
| 107,309,362 | | |
| 679 | |
Item 9.01 Financial Statements and Other Exhibits.
| Exhibit
No. |
|
Exhibit |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
November 6, 2025 |
ALLIANCE ENTERTAINMENT HOLDING CORPORATION |
| |
|
|
| |
By:
|
/s/ Bruce Ogilvie |
| |
Name: |
Bruce
Ogilvie |
| |
Title:
|
Executive
Chairman |
