Merger ADRA.U

Alliance Entertainment to merge with Adara Acquisition Corp.

, SPAC Research

Adara Acquisition Corp. (NYSE American: ADRA, ADRA.U, ADRA.WS), a special purpose acquisition corporation, today announced the signing of a definitive business combination agreement with Alliance Entertainment Holding Corporation, a distributor and wholesaler of the world’s largest in stock selection of music, movies, video games, electronics, arcades, and collectibles.

Upon closing the combined entity is expected to be listed on the New York Stock Exchange American under the ticker symbols “AENT” and “AENT.WS”. Bruce Ogilvie and Jeff Walker will continue to lead the Company as Chairman and CEO, respectively.

Alliance Entertainment is a premier distributor of music, movies, and consumer electronics. We offer 485,000 unique in stock SKU’s, including over 57,300 unique compact discs, vinyl LP records, DVDs, Blu-rays, and video games. Complementing our vast media catalog, we also stock a full array of related accessories, toys and collectibles. With more than thirty-five years of distribution experience, Alliance Entertainment serves customers of every size, providing a robust suite of services to resellers and retailers worldwide.

The business combination implies a proforma equity value of the combined company of approximately $480 million. Upon completion of the transaction, and assuming no redemptions by public shareholders of Adara, the current owners of Alliance Entertainment will hold approximately 78% of the combined company and current Adara shareholders will hold approximately 22% of the combined company.

Alliance Entertainment will receive proceeds of $115 million of cash held in trust, less any deferred underwriting commissions, transaction expenses and redemptions by public shareholders of Adara exercising such rights.

The transaction, which has been unanimously approved by Alliance Entertainment’s and Adara's boards of directors, is expected to close in the fourth quarter of 2022 and is subject to approval by Adara’s stockholders and other customary closing conditions, including any applicable regulatory approvals.

ThinkEquity LLC is serving as financial advisor to Adara in connection with the business combination. Loeb & Loeb LLP is serving as legal advisor to Alliance Entertainment and Blank Rome LLP is serving as legal advisor to Adara.

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