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As filed with the Securities and Exchange Commission on October 17, 2022

Registration No. 333-266098

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ADARA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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Adara Acquisition Corp.

211 East Blvd.

Charlotte, NC 28203

(704) 315-5290

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Adara Acquisition Corp.

211 East Blvd.

Charlotte, NC 28203

Attention: Thomas Finke

(704) 315-5290

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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PRELIMINARY PROXY STATEMENT AND PRELIMINARY PROSPECTUS

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After careful consideration, Adara’s board of directors has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus, and Adara’s board of directors has determined that it is advisable to consummate the Business Combination. The board of directors of Adara recommends that its stockholders vote “FOR” each of the proposals described in this proxy statement/prospectus.

The existence of financial and personal interests of Adara’s sponsor and directors may result in a conflict of interest on the part of one or more of Adara’s directors between what he, she or they may believe is in the best interests of Adara and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Adara Sponsor, Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

More information about Adara, Alliance and the Business Combination is contained in this proxy statement/prospectus. Adara and Alliance urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 43 OF THIS PROXY STATEMENT/PROSPECTUS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Thomas Finke

Chairman and Chief Executive Officer

                   , 2022

The accompanying proxy statement/prospectus is dated              , 2022 and is first being mailed to the stockholders of Adara on or about that date.

Your vote is very important. Whether or not you plan to attend the special meeting of Adara’s stockholders online, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of Adara’s stockholders and vote online, you must obtain a proxy from your broker or bank.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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ADARA ACQUISITION CORP.

211 East Blvd.
Charlotte, NC 28203

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON              , 2022

To the Stockholders of Adara Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Adara Acquisition Corp., a Delaware corporation (“Adara,” “we,” “our” or “us”), will be held on              , 2022, at 10:00 a.m., Eastern time, via live webcast at the following address:

You are cordially invited to attend the special meeting for the following purposes:

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In light of the ongoing health concerns relating to the COVID-19 pandemic and to best protect the health and welfare of Adara’s stockholders and personnel, the special meeting will be held completely virtually, conducted only via webcast at the following address: www.[·]. There will be no physical meeting location. Stockholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

Only holders of record of shares of Adara Common Stock and Adara’s Class B common stock (“Adara Class B Common Stock”) at the close of business on [·], 2022 (the “Record Date”) are entitled to notice of the virtual special meeting and to vote at the virtual special meeting and any adjournments or postponements thereof. A complete list of Adara’s stockholders of record entitled to vote at the virtual special meeting will be available at the virtual special meeting and for ten days before the virtual special meeting at Adara’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the virtual special meeting.

Pursuant to Adara’s amended and restated certificate of incorporation, Adara is providing the holders of shares of Adara Class A common stock (the “Adara Common Stock”) originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, shares of Adara Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Adara to pay its income taxes or any other taxes payable) from the IPO and a concurrent private placement of warrants to the initial stockholders of Adara listed on Schedule C of the Business Combination Agreement (“Adara Initial Stockholders”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of [·], 2022, the Record Date, of approximately $116.2 million, the estimated per share redemption price would have been approximately $10.10. Public Stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Adara Common Stock. Holders of Adara’s outstanding warrants sold in the IPO and a concurrent private placement, which are exercisable for shares of Adara Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. In connection with the IPO, the Initial Stockholders agreed for no additional consideration to waive their redemption rights in connection with the consummation of the Business Combination with respect to their respective Initial Stockholder shares (but not with respect to any shares of Adara Common Stock purchased in the open market), and such Initial Stockholder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. As of the Record Date the Adara Initial Stockholders, including Adara’s sponsor, officers and directors, own approximately 20% of outstanding Adara Common Stock. The Adara Initial Stockholders, including Adara’s sponsor, officers and directors, have agreed to vote any shares of Adara Common Stock owned by them in favor of the Business Combination.

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Adara may not consummate the Business Combination unless the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal and the NYSE American Proposal are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The approval of the Business Combination Proposal and the NYSE American Proposal requires the affirmative vote (virtually in person or by proxy) of holders as of the Record Date of a majority of the then outstanding shares of Adara Common Stock and Adara Class B Common Stock entitled to vote thereon at the special meeting, voting together as a single class. Approval of each of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of the Adara Common Stock and Adara Class B Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Adara Class B Common Stock then outstanding, voting separately as a single class. The approval of the Equity Incentive Plan Proposal and the Adjournment Proposal requires that the holders of a majority of the shares of Adara Common Stock and the Adara Class B Common Stock represented in person online or by proxy and voted thereon at the special meeting vote “FOR” each such proposal, voting together as a single class. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal set forth in the accompanying proxy statement/prospectus.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by Adara Acquisition Corp. (File No. 333-266098) (the “Registration Statement”), constitutes a prospectus of Adara under Section 5 of the Securities Act, with respect to the shares of Combined Company Common Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the Exchange Act with respect to the special meeting of Adara’s stockholders at which Adara’s stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

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FREQUENTLY USED TERMS

In this document:

“2022 Plan” means the Alliance Entertainment Holding Corporation 2022 Equity Incentive Plan.

“Adara” means Adara Acquisition Corp., a Delaware corporation.

“Adara Class B Common Stock” means Adara’s Class B common stock, par value $0.0001 per share.

“Adara Common Stock” means Adara’s Class A common stock, par value $0.0001 per share.

“Adara Initial Stockholders” means the initial stockholders of Adara, consisting of the Sponsor, Adara’s officers and Adara’s directors and ThinkEquity and its designees, listed on Schedule C of the Business Combination Agreement.

“Adara Stockholders” means the holders of Adara Common Stock and/or Adara Class B Common Stock.

“Adara Unit” means one share of Adara Common Stock and one-half of one Adara Warrant.

“Adara Warrant Agreement” means the warrant agreement, dated as of February 8, 2022, by and between Adara and Continental Stock Transfer & Trust Company, governing the Adara Warrants.

“Adara Warrants” means warrants to purchase shares of Adara Common Stock as contemplated under the Adara Warrant Agreement, with each warrant exercisable for one share of Adara Common Stock at an exercise price of $11.50.

“Adjournment Proposal” means a proposal to adjourn the special meeting of the stockholders of Adara to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

“Alliance” means Alliance Entertainment Holding Corporation, a Delaware corporation.

“Alliance Common Stock” means Alliance’s common stock, par value $0.001 per share.

“Alliance Requisite Approval” means the affirmative vote of the holders of at least a majority of the shares of Alliance Common Stock.

“Alliance Stockholders” means holders of Alliance Common Stock.

“Broker non-vote” means the failure of an Adara stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 22, 2022, as may be amended from time to time, by and among Adara, Alliance and Merger Sub.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Charter Proposals” means the proposals to consider and vote upon each of the amendments to Adara’s amended and restated certificate of incorporation listed on the enclosed proxy card to amend certain provisions in connection with the Business Combination.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

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“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means Adara, immediately upon consummation of the Business Combination.

“Combined Company Class E Common Stock” means the Class E Common Stock of the Combined Company, immediately upon consummation of the Business Combination.

“Combined Company Common Stock” means the Adara Common Stock, immediately upon consummation of the Business Combination.

“Combined Company Stockholders” means the holders of Adara Common Stock, immediately upon consummation of the Business Combination.

“Contingent Consideration Period” means the period commencing on the Closing and ending on (i) the five-year anniversary of the Closing with respect to a Triggering Event I, (ii) the seven-year anniversary of the Closing with respect to a Triggering Event II and (iii) the ten-year anniversary of the Closing with respect to a Triggering Event III.

“Contingent Consideration Shares” means the 60,000,000 shares of Combined Company Class E Common Stock issuable to the Alliance Stockholders and placed into the Contingent Consideration Escrow Account.

“Contingent Consideration Agreement” means the agreement among Adara and the Alliance Stockholders who receive shares of Combined Company Class E Common Stock.

“Contingent Consideration Escrow Account” means the escrow account to be established pursuant to the Contingent Consideration Agreement to hold the Contingent Consideration Shares.

“Credit Facility” means that certain Loan and Security Agreement, dated as of February 21, 2017, by and among Alliance, Bank of America, N.A. and the other parties thereto, as amended, restated, supplemented, included or otherwise modified in writing from time to time.

“DGCL” means the Delaware General Corporation Law.

“Equity Incentive Plan Proposal” means the proposal to approve the adoption of the Alliance Entertainment Holding Corporation 2022 Equity Incentive Plan.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the following ratio (rounded to four decimal places): the quotient obtained by dividing (a) 47,500,000 by (b) 900, the number of shares of Alliance Common Stock issued and outstanding on a fully-diluted basis.

“Existing Certificate of Incorporation” means the amended and restated Certificate of Incorporation of Adara as in effect prior to the adoption of the Charter Proposals.

“GAAP” means United States generally accepted accounting principles.

“Initial Stockholder Shares” means the 2,875,000 shares of Adara’s Class B common stock, initially purchased by the Sponsor in a private placement in connection with the IPO of which (i) 50,000 shares were transferred to ThinkEquity and its designees and (ii) between 875,000 and 1,375,000 of such shares are subject to forfeiture by the Sponsor upon consummation of the Business Combination, the exact number to be determined by Alliance, which will automatically convert to Combined Company Common Stock upon consummation of a business combination by Adara.

“IPO” means Adara’s initial public offering of units, consummated on February 11, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

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“Merger” means the merging of Merger Sub with and into Alliance, with Alliance surviving the Merger as a wholly-owned subsidiary of Adara.

“Merger Sub” means Adara Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Adara.

“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.001 per share.

“NYSE American” means the NYSE American, LLC stock exchange.

“The NYSE American Proposal ” means to consider and vote upon a proposal to (i) issue Combined Company Common Stock to the Alliance Stockholders as a result of the Merger pursuant to the Business Combination Agreement, including the Contingent Consideration Shares and the Combined Common Stock issuable upon conversion of the Consideration Condition Shares; and (ii) issue equity awards under the 2022 Plan if such plan is approved in accordance with Proposal No. 3 (Equity Incentive Plan Proposal).

“PCAOB” means the Public Company Accounting Oversight Board.

“PCAOB Audited Financials” means the audited consolidated balance sheets of Alliance as of June 30, 2021, 2020 and 2019, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and shareholders’ deficit and cash flows of Alliance for the three years ended June 30, 2021,and the related notes to the consolidated financial statements, each audited in accordance with the auditing standards of PCAOB.

“PCAOB Reviewed Financials” means the reviewed unaudited condensed consolidated balance sheet of Alliance as of March 31, 2022, and the related unaudited condensed consolidated statements of operations and cash flows of Alliance for the nine-month periods ended March 31, 2022 and 2021, and the related notes to the unaudited condensed consolidated financial statements, each reviewed in accordance with the auditing standards of the PCAOB.

“Private Warrants” means the warrants to purchase shares of Adara Common Stock purchased in a private placement in connection with the IPO.

“Promissory Notes” means (i) the $250,000 principal amount non-interest bearing promissory note issued to Blystone & Donaldson, LLC, an affiliate of Thomas Donaldson, a director of Adara, and (ii) the $250,000 principal amount non-interest bearing promissory note issued to Thomas Finke, Adara's Chief Executive Officer and a director of Adara, each dated June 22, 2022, and due and payable on the earlier of the Closing Date and February 11, 2023.

“Proposed Certificate of Incorporation” means the amended and restated certificate of incorporation of Adara, giving effect to the Charter Proposals.

“Proposed Transactions” means the Business Combination and the transactions related thereto.

“Public Shares” means shares of Adara Common Stock issued as a component of the Adara units sold in the IPO.

“Public Stockholders” means the holders of shares of Adara Common Stock.

“Public Warrants” means the warrants included as a component of the Adara units sold in the IPO. Each whole warrant is exercisable for one share of Adara Common Stock, in accordance with its terms.

“Record Date” means [·], 2022, the record date for the special meeting of Adara Stockholders.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Sponsor” means Adara Sponsor LLC, a Delaware limited liability company.

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“Stockholder Proposals” means, individually or collectively as context requires, the Business Combination Proposal, the Charter Proposals, the Equity Incentive Plan Proposal, the NYSE American Proposal and/or the Adjournment Proposal.

“Subsequent Transaction” means any sale, merger, liquidation, exchange offer or similar transaction the Combined Company consummates after the Merger.

“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of Adara.

“ThinkEquity” means ThinkEquity LLC, who acted as financial advisor to Adara’s Board of Directors, and as underwriter of Adara’s initial public offering.

“Triggering Event I” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty consecutive trading day period during the Contingent Consideration Period is greater than or equal to $20.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).

“Triggering Event II” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty (30) consecutive trading day period during the Contingent Consideration Period is greater than or equal to $30.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).

“Triggering Event III” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty consecutive trading day period during the Contingent Consideration Period is greater than or equal to $50.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).

“Triggering Event Period” means the period commencing upon the closing and ending on (i) the five-year anniversary of the Closing with respect to Triggering Event 1; (ii) the seven-year anniversary of the Closing with respect to Triggering Event II; and (iii) the ten-year anniversary of the Closing with respect to Triggering Event III.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Warrants.

“Written Consent” means the irrevocable written consent, in form and substance reasonably acceptable to Adara, of holders of Alliance Common Stock Requisite Approval (including the Key Company Stockholders (as defined in the Business Combination Agreement)) in favor of the approval and adoption of the Business Combination Agreement and the Merger and all other transactions relating to the Business Combination.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Adara’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.Why am I receiving this proxy statement/prospectus?

The Adara Common Stock, Adara Warrants and Adara Units are currently listed on the NYSE American under the symbols “ADRA,” “ADRA.WS” and “ADRA.UN,” respectively. Adara has applied to list the shares of common stock and the warrants of the Combined Company on the NYSE American under the symbols “AENT” and “AENT.WS,” respectively, upon the Closing. All outstanding Adara Units will be separated into their component securities immediately prior to the Closing. Accordingly, Adara will no longer have any units following consummation of the Business Combination, and therefore Adara will instruct the NYSE American to remove the listing of the Adara Units immediately following the consummation of the Business Combination. Upon Closing, Adara intends to change its name from “Adara Acquisition Corp.” to “Alliance Entertainment Holding Corporation.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Adara with respect to the Combined Company Common Stock issuable in connection with the Business Combination.

Q.What matters will stockholders consider at the special meeting?

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The approval of the Business Combination Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the then outstanding shares of Adara Common Stock and Adara Class B Common Stock entitled to vote thereon at the special meeting, voting together as a single class. Accordingly, an Adara stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against this Stockholder Proposal.

Approval of each of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of the Adara Common Stock and Adara Class B Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Adara Class B Common Stock then outstanding, voting separately as a single class. Accordingly, an Adara stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against these Stockholder Proposals.

The approval of the Equity Incentive Plan Proposal, NYSE American Proposal and Adjournment Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the shares of Adara Common Stock and Adara Class B Common Stock, that are voted at the special meeting of stockholders, voting together as a single class. Accordingly, an Adara stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these Stockholder Proposals.

As of the Record Date, the Adara Initial Stockholders beneficially owned an aggregate of 2,875,000 shares of Adara Class B Common Stock, constituting all of the outstanding shares of Adara Class B Common Stock and approximately 20.0% of the outstanding shares of Adara Common Stock and Adara Class B Common Stock in the aggregate. Pursuant to the Sponsor Support Agreement, the Adara Initial Stockholders have agreed to vote all of their Initial Stockholder Shares and any Public Shares acquired by them in favor of the Business Combination and each of the Stockholder Proposals.

Adara will hold a special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

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The vote of stockholders is important. Stockholders are encouraged to vote by submitting their proxy as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.I am an Adara warrant holder. Why am I receiving this proxy statement/prospectus?

It is important for you to note that in the event that the Business Combination Proposal is not approved, then Adara will not consummate the Business Combination. If Adara does not consummate the Business Combination and fails to complete an initial business combination by February 11, 2023 or obtain the approval of Adara’s stockholders to extend the deadline for Adara to consummate an initial business combination, then Adara will be required to dissolve and liquidate.

Q.What will happen upon the consummation of the Business Combination?

Adara received $119.12 million from its IPO and sale of the Private Warrants, of which $116.15 million was placed into the Trust Account immediately following the IPO. In accordance with the Existing Certificate of Incorporation, holders of Public Shares may redeem such shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account upon the consummation of the Business Combination. See the question titled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?” for more information.

There are currently 11,500,000 shares of Adara Common Stock and 2,875,000 shares of Adara Class B Common Stock issued and outstanding. In addition, there are currently 9,920,000 Adara Warrants issued and outstanding, consisting of 5,750,000 Public Warrants, 4,120,000 Private Warrants and 50,000 Underwriter Warrants. Each whole Adara Warrant entitles the holder thereof to purchase one share of Adara Stock at a price of $11.50 per share. The Adara Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation.

Under the Existing Certificate of Incorporation, all holders of Public Shares have the opportunity to have their Public Shares redeemed upon the consummation of a business combination. The Private Warrants are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

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In connection with the IPO, all of the Adara Initial Stockholders agreed for no additional consideration to waive their redemption rights with respect to their Initial Stockholder Shares and any Public Shares that they may have acquired during or after the IPO in connection with the completion of Adara’s business combination. The Initial Stockholder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $116.2 million on the Record Date, the estimated per share redemption price would have been approximately $10.10 Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by Adara), in connection with the liquidation of the Trust Account.

Q.Will my vote affect my ability to exercise redemption rights?

A physical stock certificate will not be needed if your stock is delivered to Adara’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Adara’s transfer agent will need to act to facilitate the request. It is Adara’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Adara does not have any control over this process or over the brokers or

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DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. Under Adara’s bylaws, Adara is required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than anticipated for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Adara’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Adara’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Adara’s transfer agent return the shares (physically or electronically). You may make such request by contacting Adara’s transfer agent at the phone number or address listed under the question, “Who can help answer my questions?”.

Q.Do I have appraisal rights if I object to the proposed Business Combination?

In no event will Adara redeem Public Shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the exercise of redemption rights and the Business Combination. If enough Public Stockholders exercise their redemption rights such that Adara cannot satisfy the net tangible asset requirement, Adara would not proceed with the redemption of our Public Shares or the Business Combination, and instead may search for an alternate business combination.

As a result of redemptions, the trading market for the Combined Company’s common stock may be less liquid than the market for Adara Common Stock was prior to the Business Combination and the Combined Company may not be able to meet the listing standards of the NYSE American or any other national securities exchange.

Additionally, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into the Combined Company will be reduced and it may not be able to achieve its business plan and may require additional financing sooner than currently anticipated.

Q.What happens if the Business Combination is not consummated?

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If Adara does not complete the business combination with Alliance for whatever reason, Adara would search for another target business with which to complete a business combination. If Adara does not complete a business combination with Alliance or another target business by February 11, 2023, Adara must redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of then outstanding Public Shares. The Adara Initial Stockholders have no redemption rights in the event a business combination is not consummated in the required time period, and, accordingly, their Initial Stockholder Shares will be worthless. Additionally, in the event of such a liquidation, as described above, there will be no distribution with respect to outstanding Adara Warrants and, accordingly, the Adara Warrants will expire and be worthless.

Q.What is Alliance?

The Adara board of directors also considered a variety of uncertainties and risk and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

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The Adara board of directors also considered the Business Combination in light of the investment criteria set forth in Adara’s final prospectus for its IPO including, without limitation, that based upon Adara’s analyses and due diligence, Alliance has the potential to be a market leader and has substantial future growth opportunities, all of which the Adara board of directors believes have a strong potential to create meaningful stockholder value following the consummation of the Business Combination.

The above discussion of the material factors considered by the Adara board of directors is not intended to be exhaustive but does set forth the principal factors considered by the Adara board of directors. For more information, see the section titled “The Background of the Business Combination — Adara’s Board of Directors’ Reasons for the Approval of the Business Combination.”

A Public Stockholder may exercise its redemption rights, which will not result in the loss of any Warrants that the Public Stockholders may hold. Accordingly, even if the maximum number of shares was redeemed, there would still be 5,750,000 Public Warrants and 4,120,000 Private Warrants and 50,000 Underwriter Warrants outstanding. Further, if the Combined Company Common Stock is trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of the Record Date, the closing price of the warrants was $[·] per warrant.

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The potential impact of different redemption levels is illustrated below through a comparison of a no redemption, illustrative redemption, contractual maximum redemption and minimum cash condition waiver scenarios (as described below). In the sensitivity table below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.10 per share. As a result of such redemption amounts and the assumed $10.10 per share value, the implied total equity value of the Combined Company, assuming no dilution from any of the Public Warrants, Private Warrants, Underwriter Warrants or Contingent Consideration Shares (“Additional Dilution Sources”), would be (a) $616,100,000 in the no redemption scenario, (b) $558,025,000 in the illustrative redemption scenario, and (c) $514,950,005, in the contractual maximum redemption scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders.

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Such directors will be appointed, effective as of the consummation of the Business Combination, by the Adara board of directors in accordance with Adara’s organizational documents.

Immediately following the consummation of the Business Combination, we expect that the following will be the officers of the Combined Company: Bruce Ogilvie, Executive Chairman, Jeffrey Walker, Chief Executive Officer, John Kutch, Chief Financial Officer, and [·]. See the section titled “Management After the Business Combination” for information about such officers and the Combined Company’s other executive officers.

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Q.What conditions must be satisfied to complete the Business Combination?

However, you will not become a Combined Company Stockholder following the Closing because only Adara’s stockholders on the date of the Closing will become Combined Company Stockholders.

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Accordingly, our board of directors and officers and their affiliates will hold securities of Adara (directly or indirectly) with an aggregate value of approximately $[·] million based on the closing prices of Adara Common Stock and warrants of $[·] and $[·], respectively on the NYSE American on the Record Date giving effect to the forfeiture of 875,000 Initial Stockholder Shares by the Sponsor. For these reasons, our board of directors and officers and their affiliates will receive a benefit from the completion of the Business Combination. These interests may incentivize our directors and officers to complete a business combination of a less favorable target company or on terms less favorable to stockholders rather than liquidate and to vote in favor of approval of the Stockholder Proposals.

These interests may influence Adara’s board of directors in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “The Business Combination  —  Interests of Adara’s Directors and Officers in the Business Combination.”

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Accordingly, our Initial Stockholders (including our directors and officers and their affiliates) will hold securities of Adara (directly or indirectly) based on the closing prices of Adara Common Stock and warrants of $[•] and $[•], respectively on the NYSE American on the Record Date, giving effect to the forfeiture of 875,000 Initial Stockholder Shares by the Sponsor with an aggregate value of approximately $[•] million, receive cash fees of approximately $4.4 million if none of the Adara Public Stockholders exercise their redemption rights (approximately $2.5 million if Adara Public Stockholders exercise their redemption rights as to 575,000 shares of Class A common stock (representing 50% of the shares of Class A common stock subject to redemption) or approximately $525,000 if Adara Public Stockholders exercise their redemption rights as to 10,104,851 shares of Class A common stock (the maximum amount permitted under the Business Combination Agreement) and will be repaid all amounts outstanding under the $500,000 aggregate amount Promissory Notes ($[    ] as of the Record Date) on the Closing Date. Additionally, any reimbursable expenses of the Adara Initial Stockholders will be paid from our available cash prior to the consummation of the Business Combination and will not be dependent upon the consummation of the Business Combination.

For these reasons, the Adara Initial Stockholders (including our directors and officers) and their affiliates will receive a financial and business benefit from the completion of the Business Combination. These interests may incentivize the Adara Initial Stockholders (including our directors and officers) to complete a business combination of a less favorable target company or on terms less favorable to stockholders rather than liquidate and to vote in favor of approval of the Stockholder Proposals

These interests may influence Adara’s board of directors in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “The Business Combination — Interests of Adara’s Directors and Officers in the Business Combination.”

Q.What are the U.S. federal income tax consequences of exercising my redemption rights?

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As of the Record Date for the special meeting, 7,187,501 shares of Adara Common Stock and Adara Class B Common Stock will be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote online at the virtual special meeting of stockholders. Abstentions and broker non-votes will be

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counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders virtually present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

(Banks and brokers can call collect at: (203) 658-9400)

Email: ADRA.info@investor.morrowsodali.com

You may also contact Adara at:

Adara Acquisition Corp.

211 East Blvd.

Charlotte, NC 28203

Telephone: (704) 315-5290

Attention: CEO

To obtain timely delivery, Adara’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about Adara from documents filed with the SEC by following the instructions in the section titled, “Where You Can Find More Information.”

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If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Adara’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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