SEC Info - Adara Acquisition Corp. - ‘8-K’ for 1/18/23

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Adara Acquisition Corp. – ‘8-K’ for 1/18/23

On: Thursday, 1/19/23, at 4:45pm ET · For: 1/18/23 · Accession #: 1104659-23-5037 · File #: 1-40014

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/19/23  Adara Acquisition Corp.           8-K:5       1/18/23   11:301K                                   Toppan Merrill/FA

Current Report — Form 8-K

Filing Table of Contents

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‘8-K’ — Current Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM i 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): i January 18, 2023

i ADARA ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

i Delaware		i 001-40014		i 85-2373325
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

i 211 East Blvd.

i Charlotte, i NC i 28203

(Address of Principal Executive Offices) (Zip Code)

( i 704) i 315-5290

(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:

i ¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ¨	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
i Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	i ADRA.U	i NYSE American
i Class A common stock, par value $0.0001 per share	i ADRA	i NYSE American
i Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share	i ADRA.WS	i NYSE American

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 i 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. i ¨

Introductory Note

At a special meeting of the stockholders of Adara Acquisition Corp., a Delaware corporation (“Adara”) held on January 18, 2023 (the “Special Meeting”), the stockholders of Adara approved the transactions contemplated by the Business Combination Agreement, dated June 22, 2022 (the “Business Combination Agreement”), by and among Adara, Alliance Entertainment Holding Corporation, a Delaware corporation (“Legacy Alliance”) and Adara Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Adara (“Merger Sub”). Pursuant to the terms of the Business Combination Agreement, a business combination of Legacy Alliance and Adara will be effected through the merger of Legacy Alliance with and into Merger Sub, with Legacy Alliance surviving as a wholly owned subsidiary of Adara (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). The closing of the Business Combination is subject to the satisfaction or waiver of certain conditions, including the minimum cash requirement and the listing of the surviving corporation’s securities on a national securities exchange. There can be no assurance that such conditions will be satisfied or waived.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 18, 2023, Adara held the Special Meeting for the following purposes:

The “Business Combination Proposal” — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, and the transactions contemplated thereby, pursuant to which Adara will issue (i) shares of Class A common stock of Adara (“Combined Company Common Stock”) to holders of common stock of Alliance (“Alliance Stockholders”) and (ii) shares of Class E Common stock of Adara (“Combined Company Class E Common Stock”) to the Alliance Stockholders which will be placed in an escrow account to be released to the Alliance Stockholders and converted into Combined Company Common Stock upon the occurrence of certain triggering events and Merger Sub will merge with and into Alliance, with Alliance surviving the Merger and becoming a wholly-owned direct subsidiary of Adara;

The “Charter Proposals” — To consider and vote upon amendments to Adara’s amended and restated certificate of incorporation. The proposed amendments detailed below were voted on separately and the results are as set forth below:

The Name Change Charter Amendment — to change the name of Adara Acquisition Corp. to “Alliance Entertainment Holding Corporation”;

The Authorized Share Charter Amendment — to change the number of authorized shares of Adara’s capital stock, par value $0.0001 per share, from 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock, including 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock and (b) 1,000,000 shares of preferred stock, to 551,000,000 shares, consisting of (i) 490,000,000 shares of Class A common stock, (ii) 60,000,000 shares of Class E common stock and (iii) 1,000,000 shares of preferred stock, and eliminate the Class B common stock classification;

The Certificate of Incorporation Voting Threshold Charter Amendment — To increase the required vote threshold for approving amendments to certain specified provisions of the certificate of incorporation to 66^2/3%;

The Bylaws Voting Threshold Charter Amendment — to increase the required vote threshold for approving amendments to the bylaws to 66^2/3%;

The Board of Directors Reclassification Charter Amendment — to divide Adara’s board of directors into three classes with one class of directors being elected each year and each class (except for those directors appointed prior to the first annual meeting of stockholders) serving a three-year term;

The Director Removal Charter Amendment — to provide for the removal of directors with cause only by stockholders voting at least two-thirds (66^2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of directors; and

The Additional Charter Amendment — to approve all other changes including eliminating various provisions applicable only to blank check companies, including business combination requirements that will no longer be relevant following the closing of the Business Combination (the “Closing”).

The “Equity Incentive Plan Proposal”— To consider and vote upon the adoption of the Alliance Entertainment Holding Corporation 2023 Equity Incentive Plan (the “2023 Plan”) established to be effective after the Closing to assist Adara, immediately upon consummation of the Business Combination (the “Combined Company”), in retaining the services of eligible employees, directors and consultants, to secure and retain the services of new employees, directors and consultants and to provide incentives for such persons to exert maximum efforts for the Combined Company’s success;

The “Exchange Listing Proposal” — To consider and vote upon a proposal to (i) approve the issuance of Combined Company Common Stock and Combined Company Class E Common Stock to Alliance’s stockholders as a result of the Merger pursuant to the Business Combination Agreement, including the Combined Company Common Stock issuable upon conversion of the Combined Company Class E Common Stock and (ii) approve the issuance of equity awards under the 2023 Plan if such plan is approved in accordance with the Equity Incentive Plan Proposal.

There were 11,500,000 shares of Adara’s Class A common stock, and 2,875,000 shares of Adara’s Class B common stock, issued and outstanding on the record date for the Special Meeting. At the Special Meeting, there were 12,328,563 shares voted by proxy or in person, which constituted a quorum. The results for each matter were as follows:

Business Combination Proposal: Adara’s stockholders approved the Business Combination Proposal, based on the following votes:

Votes FOR		Votes AGAINST		Abstain		Broker Non-Votes
11,188,846		1,139,717		0		N/A

Charter Proposals: Adara’s stockholders approved the Charter Proposals, based on the following votes:

The Name Change Charter Amendment