[8-K] ALLIANCE ENTERTAINMENT HOLDING CORP Reports Material Event

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): June 24, 2026

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
5.07

Submission
of Matters to a Vote of Security Holders.

On
June 24, 2026, a written consent (the “Written Consent”) was delivered to the Board of Directors of Alliance Entertainment
Holding Corporation, a Delaware corporation (the “Company”), by (i) the Bruce Ogilvie, Jr. Trust dated January 20, 1994,
(ii) Jeffrey Walker, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company, and (iii) the
Ogilvie Legacy Trust dated September 14, 2021 (collectively, the “Majority Stockholders”). Bruce Ogilvie, Executive Chairman
and member of the Board of Directors of the Company, is trustee of the Bruce Ogilvie, Jr. Trust dated January 20, 1994.

The
Majority Stockholders collectively hold 46,847,262 shares of the Company’s Class A Common Stock and 58,866,667 shares of the Company’s
Class E Common Stock, representing approximately 95.3% of the voting power of the Company’s issued and outstanding Common Stock
and approximately 98.1% of the voting power of the Company’s issued and outstanding Class E Common Stock. Pursuant to the Written
Consent, the Majority Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation
(the “Existing Charter”) that would amend and restate the Existing Charter in full (as so amended and restated, the “Third
Amended and Restated Certificate of Incorporation”) to eliminate the voting rights of the Class E Common Stock except to the extent
required by law.

On
June 24, 2026, the Company filed an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended,
with the Securities and Exchange Commission (the “Information Statement”). The Third Amended and Restated Certificate of
Incorporation will be filed with the Secretary of State of Delaware and will become effective on the twenty-first (21^st) day
after the Information Statement is mailed to the Company’s stockholders.

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.