ADARA ACQUISITION CORP. : Submission of Matters to a Vote of Security Holders (form 8-K)

January 20, 2023 at 03:17 am IST

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:

o The Name Change Charter Amendment - to change the name of Adara Acquisition

Corp. to "Alliance Entertainment Holding Corporation";

o 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;

o 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 662/3%;

o The Bylaws Voting Threshold Charter Amendment - to increase the required vote

threshold for approving amendments to the bylaws to 662/3%;

o 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;

o The Director Removal Charter Amendment - to provide for the removal of

directors with cause only by stockholders voting at least two-thirds (662/3%)

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

o 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