The Rosen Law Firm, P.A. Announces Proposed Settlement on Behalf of Record and Beneficial Owners of Alliance Entertainment Holding Corp. f/k/a Adara Acquisition Corp. Class A Common Stock

/EIN News/ -- WILMINGTON, Del., April 28, 2025 (GLOBE NEWSWIRE) -- The Rosen Law Firm, P.A. announces that the Court of Chancery of the State of Delaware has approved the following announcement of a proposed settlement for Record and Beneficial Owners of Alliance Entertainment Holding Corp. f/k/a Adara Acquisition Corp. Class A common stock:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

MATTHEW MCKNIGHT,            Plaintiff, v. ALLIANCE ENTERTAINMENT HOLDING CORP. F/K/A ADARA ACQUISITION CORP., ADARA SPONSOR LLC, THOMAS FINKE, PAUL G. PORTER, BEATRIZ ACEVEDO-GREIFF, W. TOM DONALDSON III, DYLAN GLENN and FRANK QUINTERO,          Defendants.

C.A. No. 2023-0383-LWW

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: All record and beneficial owners of Alliance Entertainment Holding Corp. f/k/a Adara Acquisition Corp. (the “Company”) Class A common stock (“Stock”) that: (i) held redeemable Stock but chose not to redeem by December 8, 2022; and (ii) held unredeemed Stock at the time of the Merger. Excluded Persons (as defined in the Stipulation and the Notice) are not Class Members. (the “Class”).

IF YOU DO NOT INTEND TO OBJECT TO THE SETTLEMENT OR PLAINTIFF’S COUNSEL’S FEE AND EXPENSE AWARD, YOU NEED NOT TAKE ACTION IN RESPONSE TO THIS NOTICE.

Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”), available at www.strategicclaims.net/Alliance. Any undefined capitalized terms used in this Summary Notice shall have the meanings given to them in the Notice or in the Amended Stipulation and Agreement of Compromise, Settlement, and Release dated January 17, 2025 (“Stipulation”), which is also available at www.strategicclaims.net/Alliance.

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court.

YOU ARE ALSO NOTIFIED that Plaintiff Matthew McKnight (“Plaintiff”), individually and on behalf of the Class; Defendants Alliance Entertainment Holding Corp. f/k/a Adara Acquisition Corp., Thomas Finke, Beatriz Acevedo-Greiff, W. Tom Donaldson III, Dylan Glenn, Frank Quintero, Paul G. Porter, and Adara Sponsor LLC (collectively, “Defendants,” and together with Plaintiff, the “Parties,” and each a “Party”) have reached a proposed settlement of the Action for $511,000 in cash (the “Settlement Amount”) as set forth in the Stipulation (the “Settlement”), a copy of which is available at www.strategicclaims.net/Alliance. The Settlement, if approved by the Court, will resolve all claims in the Action.

A hearing (the “Settlement Hearing”) will be held on June 17, 2025 at 11:00 a.m., before The Honorable Lori W. Will, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as Class representative for the Class and Plaintiff’s Counsel should be finally appointed as Class counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Class Counsel out of the Settlement Fund; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.strategicclaims.net/Alliance.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at Alliance Entertainment Holding Corp. Stockholders Litigation, c/o Strategic Claims Services, P.O. Box 230, 600 N. Jackson St., Ste. 205, Media, PA 19063, 866-274-4004, info@strategicclaims.net. A copy of the Notice can also be downloaded from the Settlement website, www.strategicclaims.net/Alliance.

If you owned the Company’s redeemable Stock but did not redeem by December 8, 2022, or held unredeemed Stock at the time of the Merger, your rights may be affected by this Settlement, including the release and extinguishment of claims you may possess relating to your ownership interest in the Company’s Stock.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of: (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members, provided, however, that no cash payment for less than $1.00 will be made. As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.
        
Any objection to the Settlement, Plan of Allocation, or Plaintiff’s Counsel’s request for an award of attorneys’ fees and reimbursement of expenses and awards to Plaintiff must be in the manner and form explained in the detailed Notice and received no later than June 2, 2025, by each of the following:

Register in Chancery Court of Chancery of the State of Delaware Leonard L. Williams Justice Center 500 North King Street Wilmington, DE 19801

Plaintiff’s Counsel Daniel Tyre-Karp THE ROSEN LAW FIRM, P.A. 275 Madison Avenue, 40th Floor New York, NY 10016

Defense Counsel Evan H. Lechtman Adam V. Orlacchio BLANK ROME LLP 1201 N. Market Street, Suite 800 Wilmington, DE 19801

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the terms of the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff’s Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Alliance Entertainment Holding Corp. Stockholders Litigation
c/o Strategic Claims Services
P.O. Box 230
600 N. Jackson St., Ste. 205
Media, PA 19063
Telephone: 866-274-4004
Email: info@strategicclaims.net
Website: www.strategicclaims.net/Alliance

Inquiries, other than requests for the Notice, should be made to Plaintiff’s Counsel:

Daniel Tyre-Karp
THE ROSEN LAW FIRM, P.A.
275 Madison Avenue, 40^th Floor
New York, NY 10016
Telephone: (212) 686-1060
Email: dtyrekarp@rosenlegal.com
        
BY ORDER OF THE COURT OF
CHANCERY OF THE
STATE OF DELAWARE

Dated: April 2, 2025