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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): July 21, 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
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
On
July 21, 2025, the Board of Directors (the “Board”) of Alliance Entertainment Holding Corporation (the “Company”)
appointed Amanda Gnecco, the Company’s Chief Accounting Officer, to the position of Chief Financial Officer of the Company, effective
immediately. Ms. Gnecco will retain her title as Chief Accounting Officer in addition to her new role as Chief Financial Officer of the
Company. Ms. Gnecco is replacing Jeffrey Walker as the Chief Financial Officer of the Company, who will retain his role as Chief Executive
Officer of the Company.
Ms.
Gnecco, age 45, joined the Company in August 2018 and previously served as Senior Vice President, Accounting and Finance, until her promotion
to Chief Accounting Officer in May 2024. As Senior Vice President, Accounting and Finance, Ms. Gnecco was responsible in part for overseeing
the Company’s financial operations and financial and SEC reporting. Ms. Gnecco received a Master of Science in Accounting from
the Keller Graduate School of Management and a B.S. in Accounting from Midwestern State University.
In
connection with Ms. Gnecco’s appointment as Chief Financial Officer, her base salary will be increased to $240,000. She will also
have the opportunity to earn a bonus in the maximum amount of 25% of her base salary based on achieving adjusted EBITDA targets as established
by the Board.
There
are no arrangements or understandings between Ms. Gnecco and any other persons pursuant to which she was appointed as the Company’s
Chief Financial Officer. Additionally, Ms. Gnecco is not party to any transaction with the Company that would require disclosure under
Item 404(a) of Regulation S-K, nor does Ms. Gnecco have any family relationships with any of the Company’s directors or executive
officers.
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:
July 24, 2025 |
ALLIANCE
ENTERTAINMENT HOLDING CORPORATION |
|
|
|
|
By:
|
/s/
Bruce Ogilvie |
|
Name: |
Bruce
Ogilvie |
|
Title: |
Executive
Chairman |