Alliance Entertainment Holding Corp-A 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30,2025 OR Commission File Number001-40014 ALLIANCE ENTERTAINMENT HOLDING CORPORATION (Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant wasrequired to submit such files).YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” inRule 12b-2 of the Exchange Act.: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. YES☐NO☒ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the Registrant’s shares of Class A common stock outstanding, other than shares held by persons who may bedeemed affiliates of the Registrant, at December 31, 2024, was $117,070,000. As of September 10, 2025,50,957,370shares of Class A common stock, par value $0.0001per share, and60,000,000shares of Class Ecommon stock, par value $0.0001per share, were issued and outstanding. Documents Incorporated by Reference:None. TABLE OF CONTENTS PagePart I.Item 1.Business1Item 1A.Risk Factors.12Item 1B.Unresolved Staff Comments.42Item 1C.Cybersecurity42Item 2.Properties42Item 3.Legal Proceedings42Item 4.Mine Safety Disclosure43Part II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.44Item 6.Selected Financial Data.44Item 7.Management’s Discussion and Analysis Of Financial Condition and Results Of Operations44Item 7A.Quantitative and Qualitative Disclosures about Market Risk53Item 8.Financial Statements and Supplementary Data53Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure53Item 9A.Controls and Procedures53Item 9BOther Information.55Part III.Item 10Directors, Executive Officers and Corporate Governance.56Item 11Executive Compensation.61Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.66Item 13Certain Relationships and Related Transactions.68Item 14Principal Accountant Fees and Services.70Part IV.Item 15Exhibits, Financial Statement Schedules.71Item 16Form 10-K Summary.75SIGNATURES76i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K may constitute “forward-looking statements” under federal securities laws. Our forward-looking statements include, but are not limited to, statements about us and our industry, as well as statements regarding our or our managementteam’s expectations, hopes, beliefs, intentions or strategies regar