Alliance Entertainment Nullifies Amendment to Certificate of Incorporation

What Happened

• On July 29, 2026, Alliance Entertainment Holding Corp (AENT) filed a Third Amended and Restated Certificate of Incorporation that would have eliminated the voting rights of the Class E Common Stock except as required by law.
• On August 26, 2026, the company filed a Certificate of Correction with the Delaware Secretary of State that nullified the July 29 Third A&R Certificate in its entirety because the amendment was not approved in compliance with the company’s existing Second A&R Certificate. As a result, the Second A&R Certificate, as filed on February 10, 2023, remains the operative certificate of incorporation. The Certificate of Correction is attached as Exhibit 3.1 to the 8-K.

Key Details

• July 29, 2026: Third A&R Certificate filed to eliminate Class E Common Stock voting rights (except as required by law).
• August 26, 2026: Certificate of Correction filed, nullifying the Third A&R Certificate.
• Operative charter: Second Amended and Restated Certificate of Incorporation, filed February 10, 2023, remains in effect.
• Document: Certificate of Correction is included as Exhibit 3.1 to the Form 8-K.

Why It Matters

• The filing and subsequent nullification concern shareholder voting rights and corporate governance: the attempted amendment would have removed voting rights for Class E shares but was reversed, leaving existing shareholder voting arrangements unchanged.
• There is no disclosure in this 8-K of any financial impact; investors should monitor future filings for any properly approved charter amendments or other governance changes.