(Note:  This is NOT an IPO. This is a NASDAQ uplisting from the OTC Pink market. Alliance Entertainment Holding Corp. has applied to the NASDAQ to list its stock under the proposed symbol “AENT” and its warrants under the proposed symbol “AENTW” – according to the prospectus.)

Alliance is a leading global wholesaler, direct-to-consumer (“DTC”) distributor and e-commerce provider for the entertainment industry. Alliance serves as the gateway between well-known international branded manufacturers of entertainment content, such as Universal Pictures, Warner Brothers Home Video, Walt Disney Studios, Sony Pictures, Lionsgate, Paramount, Universal Music Group, Sony Music, Warner Music Group, Microsoft, Nintendo, Take Two, Electronic Arts, Ubisoft, Square Enix, and others, and leading retailer customers in the United States and internationally, including Walmart, Amazon, Best Buy, Barnes & Noble, Wayfair, Costco, Dell, Verizon, Kohl’s, Target and Shopify, among others. The Company distributes its physical media, entertainment products, hardware, and accessories through an established multi-channel strategy. The Company currently sells its products that it is allowed to export in more than 100 countries around the world.

Alliance provides state-of-the art warehousing and distribution technologies, operating systems and services that seamlessly enable entertainment product transactions to better serve customers directly or through our distribution affiliates. These technology-led platforms with access to the Company’s in stock inventory of over 425,000 SKU products, consisting of vinyl records, video games, compact discs, DVD, Blu-Rays, toys and collectibles, combined with Alliance’s sales and distribution network, create a modern entertainment physical product marketplace that provides the discerning customer with enhanced options on efficient consumer-friendly platforms inventory. Alliance is the retailers’ back office for in store and e-commerce solutions. All electronic data interchange (“EDI”) and logistics are operational and ready for existing retail channels to add new products.

For the year ended June 30, 2022 and year ended June 30, 2021, Alliance’s consolidated revenue was $1.417 billion and $1.324 billion, respectively, consolidated net income was $28.5 million and $34.2 million, respectively, and consolidated Adjusted EBITDA was $60.0 million and $68.5 million, respectively.

For the six months ended December 31, 2022, and 2021, Alliance’s consolidated revenue was $684 million and $832 million, respectively. Consolidated net (loss) income was ($23.0 million) and $29.5 million, respectively, and consolidated Adjusted EBITDA was $(18.6) million and $50.9 million, respectively. Adjusted EBITDA for the six months ended December 31, 2022, includes excessive internal transportation costs of $15.2 million, arcade markdowns of $12.2 million, incremental arcade storage fees of $3.1 million and additional reserves for consumer products inventory of $3.7 million.

Alliance was founded in 1990 (previously named CD Listening Bar, Inc.). Through a series of acquisitions and organic growth, Alliance has expanded and strengthened its global footprint and product breadth, and greatly increased its service capabilities. Since its inception, Alliance has made nine accretive business acquisitions, including Phantom Sound and Vision, MSI Music, Infinity Resources, Alliance, ANConnect, Mecca Electronics, Distribution Solutions, Mill Creek, and COKeM. Management believes that Alliance’s ability to successfully integrate acquisitions is underpinned by its highly efficient operating systems and experienced leadership team.

Management believes Alliance’s existing Service, Selection, and Technology offering has well-positioned the Company to capitalize on shifts towards e-commerce and Omni-Channel strategies, especially with retailers and manufacturers vastly increased reliance on our DTC fulfillment and distribution partners. For calendar years 2021 and 2022, approximately 20% of unit volume was DTC. Alliance’s goal has always been to provide all the meta-data of content and images, service, selection, and purchasing to Omni-Channel retailers to expand their selection to compete with the leading on-line retailer. With over 1,200 employees worldwide, Alliance has over 4,000 unique customers and over 35,000 “Ship-To” locations.

Alliance believes the three pillars of its business; Service, Selection, and Technology create a powerful competitive advantage that will protect the Company’s market leadership and propel its future growth into the evolving physical entertainment product segments.

 **Note: Net income and revenue are for the year ended June 30, 2022.

(Note: Alliance Entertainment Holding Corp. downsized its micro-cap public offering (a NASDAQ uplisting deal) on June 29, 2023, to 1.34 million shares (1,335,000 shares)  – down from 1.67 million shares (1,666,667 shares) in the prospectus – and priced the offering at $3.00 to raise $4.0 million. Background: Alliance Entertainment Holding Corp. disclosed terms on June 16, 2023, for its NASDAQ uplisting from the OTC Pink Market: 1.67 million shares (1,666,667 shares) at the assumed public offering price of $3.00, which was the last sale price of its stock on the OTC Pink Market on June 13, 2023, according to the prospectus. Alliance Entertainment Holding Corp. filed its S-1 for its public offering – NASDAQ uplisting from the OTC market – on April 12, 2023.)