ALLIANCE ENTERTAINMENT HOLDING CORP
For the period ended Aug 26, 2026. Filed Aug 28, 2026.
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Aug 26, 2026 · Filed Aug 28, 2026
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(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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
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On July 29, 2026, the Company filed a Third Amended and Restated Certificate of Incorporation (the “Third A&R Certificate”) with the Delaware Secretary of State, which amended and restated the Company’s Second Amended and Restated Certificate of Incorporation (the “Second A&R Certificate”) to eliminate the voting rights of the Class E Common Stock except to the extent required by law. On August 26, 2026, the Company filed a Certificate of Correction with the Delaware Secretary of State, which nullified the Third A&R Certificate in its entirety on the basis that the Third A&R Certificate was not approved in compliance with the Second A&R Certificate. Upon the filing of the Certificate of Correction, the Third A&R Certificate was nullified, and the Second A&R Certificate, as filed with the Delaware Secretary of State on February 10, 2023, shall be and remain the operative certificate of incorporation of the Company.
The foregoing description of the Certificate of Correction does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Correction, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Correction, as filed with the Secretary of State of the State of Delaware on August 26, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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