Item 8.01 Other Events.
In connection with the stockholder meeting to approve the Proposed Transactions,
stockholders of Adara have submitted redemption requests to redeem approximately
11.39 million shares of Class A common stock of Adara, out of the 11.5 million
outstanding shares of Class A common stock of Adara. As a result, it is unlikely
that Adara will be able to satisfy the NYSE American Stock Exchange initial
listing requirements to list the common stock and warrants of the Surviving
Corporation upon closing of the Business Combination. Closing of the Business
Combination would also likely require Alliance to waive certain conditions, such
as listing of the Surviving Corporation's securities on a national securities
exchange and the minimum cash requirement. There can be no assurance that
Alliance will waive any conditions to closing which are not met.
In connection with the Proposed Transactions, Adara filed a registration
statement on Form S-4 (File No. 333-266098) (as amended, the "Registration
Statement") with the SEC, which includes a proxy statement with respect to the
stockholder meeting of Adara to vote on the Proposed Transactions and a
prospectus with respect to the Combined Company's securities to be issued in
connection with the Proposed Transaction. The Registration Statement was
declared effective by the SEC on December 12, 2022. The definitive proxy
statement/prospectus has been sent to all Adara stockholders. Adara also will
file with the SEC other documents regarding the Proposed Transactions, including
Prospectus Supplement No. 1 filed concurrently with the filing of this Current
Report on Form 8-K ("Prospectus Supplement No. 1"). Before making any voting
decision, investors and security holders of Adara are urged to read the
Registration Statement, the definitive proxy statement/prospectus, as
supplemented by the information contained in this Current Report on Form 8-K,
and Prospectus Supplement No. 1, and all other relevant documents filed or that
will be filed with the SEC in connection with the Proposed Transactions as they
become available because they will contain important information about Adara,
Alliance and the Proposed Transactions.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by Adara through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by Adara may be obtained free of
charge by written request to Adara at Adara Acquisition Corp., 211 East Blvd.,
Charlotte, NC 28203.
Participants in Solicitation
Adara and Alliance and their respective directors and officers may be deemed to
be participants in the solicitation of proxies from Adara's stockholders in
connection with the Proposed Transactions. Information about Adara's directors
and executive officers and their ownership of Adara's securities is set forth in
Adara's filings with the SEC, including Adara's Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, which was filed with the SEC on March
28, 2022, and in the Registration Statement. Additional information regarding
the names and interests in the Proposed Transactions of Adara's and Alliance's
respective directors and officers and other persons who may be deemed
participants in the Proposed Transactions may be obtained by reading the
definitive proxy statement/prospectus regarding the Proposed Transactions. You
may obtain free copies of these documents as described in the preceding
paragraph.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not
historical facts are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
estimates and forecasts of financial and performance metrics, projections of
market opportunity, expectations and timing related to Alliance's business,
customer growth and other business milestones, potential benefits of the
proposed business combination (the "Proposed Transactions"), and expectations
related to the timing of the Proposed Transactions.
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 Adara's and
Alliance's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by an investor as, a
guarantee, an assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Alliance and Adara.
These forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business, market,
financial, political, and legal conditions; the inability of the parties to
successfully or timely consummate the Proposed Transactions, including the risk
that any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the Combined Company or the
expected benefits of the Proposed Transactions or that the approval of the
stockholders of Adara or Alliance is not obtained; failure to realize the
anticipated benefits of the Proposed Transactions; risks relating to the
uncertainty of the projected financial information with respect to Alliance;
risks related to the music, video, gaming, and entertainment industry, including
changes in entertainment delivery formats; global economic conditions; the
effects of competition on Alliance's future business; risks related to
fulfilment network; risks related to expansion and the strain on Alliance's
management, operational, financial, and other resources; risks related to
operating results and growth rate; the business could be harmed the amount of
redemption requests made by Adara's public stockholders; and those factors
discussed in Adara's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 under the heading "Risk Factors," and the Current Report on
Form 8-K filed on June 23, 2022 and other documents of Adara filed, or to be
filed, with the SEC.
No Offer or Solicitation
This Current Report on Form 8-K, including any exhibits filed herewith, is not a
proxy statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Proposed Transactions and shall
not constitute an offer to sell or a solicitation of an offer to buy the
securities of Adara, Alliance or Merger Sub, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or exemptions therefrom.
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