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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): September 10, 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
2.02. Results of Operations and Financial Condition.
On
September 10, 2025, Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company” or “Alliance”),
issued a press release regarding Alliance’s financial results for its first fiscal quarter and six months ended December 31, 2024.
A copy of the press release is attached hereto as Exhibit 99.1.
The
information set forth in this Item 2.02, including the exhibit attached hereto, shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act.
Item
7.01. Regulation FD Disclosure.
An
updated version of an investor presentation of the Company is attached as Exhibit 99.2 to this Current Report on Form 8-K. The presentation
will be accessible online through the Investor Relations section of the Company’s website, located at ir.aent.com, under the heading
“Latest Presentation.” The information on the Company’s website is not a part of this Current Report on Form 8-K.
The
information set forth in this Item 7.01, including the exhibit attached hereto, shall not be deemed to be filed for purposes of Section
18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference
in any filing under the Securities Act or the Exchange Act.
Forward-Looking
Statements
This
Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes
of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These statements are based on
various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s
management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and
will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including those factors
discussed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on
September 19, 2024 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC,
which are accessible through the Investor Relations section of the Company’s website at ir.aent.com. If the risks materialize or
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The
Company disclaims any obligation to update any forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press Release dated September 10, 2025. |
| 99.2 |
|
Investor Presentation. |
| 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:
September 10, 2025 |
ALLIANCE
ENTERTAINMENT HOLDING CORPORATION |
| |
|
|
| |
By:
|
/s/
Bruce Ogilvie |
| |
Name: |
Bruce
Ogilvie |
| |
Title: |
Executive
Chairman |
