Alliance Entertainment Holding (AENT) 424B3Prospectus supplement

Filed pursuant to Rule 424(b)(3)

Registration No. 333-271219

PROSPECTUS SUPPLEMENT NO. 4

(to Prospectus dated June 29, 2023)

Up to 58,022,778 Shares of Class A Common Stock

4,170,000 Warrants to Purchase Shares of Class A Common Stock

This prospectus supplement updates, amends and supplements the prospectus dated June 29, 2023 contained in our Registration Statement on Form S-1 (Registration No. 333-271219) (as supplemented or amended from time to time, the “Prospectus”). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2023, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which are to be delivered with this prospectus supplement, and are qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference. The Prospectus, together with this prospectus supplement, relates to the issuance by us of up to an aggregate of up to 9,920,000 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”) that are issuable upon the exercise of (i) 5,750,000 publicly traded warrants exercisable at a price of $11.50 per share (the “Public Warrants”), (ii) 4,120,000 private placement warrants issued in a private placement (the “Private Warrants”) exercisable at an exercise price of $11.50 per share and (iii) 50,000 warrants issued to the underwriter of our initial public offering and its designees (the “Underwriter Warrants”) at an exercise price of $11.50 per share (the “warrants”, including the Public Warrants, the Private Warrants and the Underwriter Warrants). The Prospectus, together with this prospectus supplement, also relates to the resale from time to time, upon the expiration of lock-up agreements, by (i) the selling stockholders named in this prospectus or their permitted transferees of up to 48,102,778 shares of our Class A Common Stock and (ii) the selling holders of 4,120,000 Private Warrants and 50,000 Underwriter Warrants.

Our Class A Common Stock and warrants are traded on the Nasdaq Capital Market under the symbols “AENT” and “AENTW,” respectively. On November 13, 2023, the closing price of our Class A common stock was $1.11 per share, and the closing price of our warrants was $0.01 per warrant.

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties under the heading “Risk Factors” beginning on page 12 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 14, 2023.

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): October 24, 2023

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:

Securities registered pursuant to Section 12(b) of the Act:

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 x

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. ¨

On October 24, 2023, John Kutch’s employment as the Chief Financial Officer of Alliance Entertainment Holding Corporation (the “Company”) was terminated as part of a workforce reduction, and Mr. Kutch resigned from his position as a member of the Board of Directors of the Company (the “Board”). Mr. Kutch’s termination and resignation were not based on any disagreement with the Company’s policies or practices. The Board reduced the size of the Board of Directors to six members as a result of Mr. Kutch’s resignation.

On October 24, 2023, the Board appointed Jeffrey Walker, the Company’s Chief Executive Officer, to replace Mr. Kutch as Chief Financial Officer and the Company’s Principal Financial and Accounting Officer.

Mr. Walker, age 56, has been the Company’s Chief Executive Officer since February 2023 and was the Chief Executive Officer of AENT Corporation (f/k/a Alliance Entertainment Holding Corporation) prior to the Company’s initial business combination (“Legacy Alliance”) since 2013. Mr. Walker has also been a director of the Company since February 2023 and a director of Legacy Alliance since 2013. In 1990, Mr. Walker co-founded the CD Listening Bar, Inc., a retail music store. A few years later, Mr. Walker started wholesaling CDs from the back of the store, beginning the journey to create Super D, a music wholesaler founded in 1995. In 2001, Mr. Walker and co-founder David Hurwitz sold a third of Super D to Bruce Ogilvie. Over the next two decades, Mr. Ogilvie and Mr. Walker continued to grow Super D’s presence in the music wholesaling space, with the acquisition of Legacy Alliance in 2013. Mr. Walker also served as Chief Financial Officer of CD Listening Bar, Inc. and Super D until the acquisition of Legacy Alliance. Mr. Walker has been responsible for overseeing Alliance’s acquisition strategy and financings. In 2015, Jeff was awarded E&Y’s Distribution Entrepreneur of the Year award in Orange County. Mr. Walker received a bachelor’s degree in economics from the University of California–Irvine.

Mr. Walker has not entered into any material plan, contract, or arrangement in connection with his appointment as Chief Financial Officer. There are no arrangements or understandings between Mr. Walker and any other person pursuant to which Mr. Walker was selected as Chief Financial Officer.

No changes to Mr. Walker’s base salary or other employment arrangements are contemplated in connection with his appointment as Chief Financial Officer. The material terms of such arrangements, as well as any transactions with the Company that would require disclosure under Item 404(a) of Regulation S-K, are described in the Company’s previous filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K filed with the SEC on October 18, 2023.

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.