What changed in this filing

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Item 1. Business

2025-09-10 compared with 2024-09-20 · 249 added, 270 removed, 314 unchanged (62% of the section changed)

Alliance is a leading global wholesaler/retailer of entertainment products consisting of music, movies, gaming,

collectables, and a key player in the entertainment industry.

Alliance boasts of a diverse portfolio of owned retail brands, including

Critics ’ Choice, Collectors ’ Choice, Movies Unlimited, DeepDiscount, popmarket, blowitoutahere, Fulfillment

Express, importCDs, GamerCandy, WowHD, and others.

As a leading global wholesaler, direct-to-consumer ( “ DTC ” )

distributor, and e-commerce provider, Alliance operates as the vital link between renowned suppliers of music labels, home video studios,

video game publishers, and collectables 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.

pivotal role extends to connecting these suppliers with domestic and international top-tier retail partners.

Notable partners encompass

giants like Walmart, Amazon, Best Buy, Barnes & Noble, Wayfair, Costco, Dell, Verizon, Kohl’s, Target, Shopify, and others.

Employing an established multi-channel strategy, Alliance distributes physical media, entertainment products, hardware, and accessories

across various platforms.

Currently, the company sells its products, permitted for export, to more than 70 countries worldwide.

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 325,000 SKU products, consisting of vinyl records, video games, compact discs, DVD,

Blu-Rays, toys, and collectables, 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.

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.

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 ten accretive business acquisitions, including Phantom Sound and Vision, MSI Music, Infinity Resources, Alliance, ANconnect,

Mecca Electronics, Distribution Solutions, Mill Creek, COKeM, and Think3Fold.

Management believes that Alliance’s ability to successfully

integrate acquisitions is underpinned by its highly efficient operating systems and experienced leadership team.

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.

Entertainment is a leading global distributor and retailer of physical entertainment and collectible products, including vinyl records,

CDs, DVDs, Blu-rays, video games, electronics, and licensed fan merchandise.

The Company’s unique position in the entertainment

ecosystem is supported by a diverse portfolio of direct-to-consumer brands, including Critics’ Choice Video, Collectors’

Choice Music, Movies Unlimited, DeepDiscount, PopMarket, Blowitoutahere, Fulfillment Express, ImportCDs, GamerCandy, and WowHD.

connects top content creators, including Universal Pictures, Warner Bros.

Home Video, Walt Disney Studios, Sony Pictures, Lionsgate,

Paramount Pictures, Universal Music Group, Sony Music, Warner Music Group, Microsoft, Nintendo, Take-Two, Electronic Arts, Ubisoft, and

Square Enix with leading retailers such as Walmart, Amazon, Best Buy, Barnes & Noble, Wayfair, Costco, Dell, Verizon, Kohl’s,

Target, and Shopify.

Through its multi-channel distribution model, the Company serves more than 35,000 retail locations and over 200

online storefronts across more than 70 countries.

Company’s operations are supported by advanced warehouse automation and scalable logistics infrastructure, enabling Alliance to

offer a broad product selection, high in-stock availability, and fast fulfillment across over 340,000 SKUs.

These include core physical

media as well as toys, figures, limited-edition collectibles, and licensed memorabilia.

Alliance also provides third-party logistics

(3PL) and drop-ship fulfillment capabilities for major brands and retailers.

support its recent strategic expansion into collectibles and fan-focused categories, Alliance recently launched two new

Home Entertainment , the exclusive distributor of Paramount Pictures’ physical media content as of January 1, 2025, offering

full-service support across production, marketing, and retail execution.

Authentic , a new division focused on licensed collectibles and branded merchandise, including partnerships with Handmade by Robots,

Master Replicas, and Wētā Workshop.

in 1990 (formerly CD Listening Bar, Inc.), Alliance has grown through organic expansion and over ten accretive acquisitions, including

Phantom Sound and Vision, MSI Music, Infinity Resources, ANconnect, Mecca Electronics, Distribution Solutions, Mill Creek, COKeM, Think3Fold,

and Super D (Alliance Entertainment).

This growth is supported by the Company’s scalable operating platform and experienced management

competitive advantage is driven by its commitment to three pillars, Service, Selection, and Technology, which enable the Company to serve

as a trusted partner across the entertainment and collectibles landscape.

Business Combination Agreement

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value-add services provide a highly technical, critical business function for our partners using traiting of locations and min/max system

Brands — We operate under the following subsidiaries which focus on

the following product brand areas:

Brands — We operate under the following subsidiaries which focus on the following product brand areas:

Alliance — was

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in September 2020.

COKeM is one of the leading and innovative distribution service companies in

the video game and accessory industries.

COKeM continues to expand its capabilities, providing full-service distribution and

fulfillment for a wide array of industries and across many product categories.

Alliance acquired Mecca Electronics in 2018 and,

in 2021, Mecca Electronics was merged into COKeM.

COKeM is one of the leading and innovative distribution service companies in the

video game and accessory industries.

COKeM continues to expand its capabilities, providing full-service distribution and fulfillment

for a wide array of industries and across many product categories.

Alliance acquired Mecca Electronics in 2018 and, in 2021, Mecca Electronics

was merged into COKeM.

Distribution — is a division of Alliance that consists of over 90 small music labels where AMPED is the exclusive supplier

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in core media and entertainment product areas in five primary categories:

For the fiscal year ended June 30, 2024, gaming represented 31% of Alliance revenues

on a consolidated basis.

Leading products distributed are:

Nintendo, Microsoft, Arcade1Up,

and third party video game publishers.

For the year ended June 30, 2023, gaming represented

approximately 34% of Alliance revenues on a consolidated basis.

For the fiscal year ended June 30, 2024, vinyl represented 30% of all Company revenues

on a consolidated basis.

For the year ended June 30, 2023, vinyl represented approximately

28% of Alliance revenues on a consolidated basis.

For the fiscal year ended June 30, 2025, gaming represented approximately 24% of Alliance revenues on a consolidated basis.

Leading products distributed are Nintendo, Microsoft, Arcade1Up, and third-party video game publishers.

For the year ended June 30,

2024, gaming represented approximately 31% of Alliance revenues on a consolidated basis.

For the fiscal year ended June 30, 2025, vinyl represented approximately 32% of all Company revenues on a consolidated basis.

For the year ended June 30, 2024, vinyl represented approximately 30% of Alliance revenues on a consolidated basis.

Video Discs (DVD)/Blu-Ray/UltraHD:

Sales for the fiscal year ended June 30, 2024, represented

19% of Alliance’s consolidated revenue.

For the year ended June 30, 2023, DVD, Blu-Ray

and UltraHD represented approximately 16% of Alliance revenues on a consolidated basis.

CDs for the fiscal year ended June 30, 2024, represent 12% of Alliance’s consolidated

For the year ended June 30, 2023, CDs represented approximately 11% of Alliance

revenues on a consolidated basis.

● Collectables

and Consumer Products:

Sales in Collectables and Consumer Products represented 4% of the

Company consolidated revenue for the fiscal year ended June 30, 2024, and approximately 7%

of Alliance revenues on a consolidated basis for the year ended June 30, 2023.

technology platforms combine customer-friendly applications and efficient operating systems with access to the Company’s global

content inventory across all current market segments.

These platforms offer the Alliance marketplace stakeholders feature-rich tools

and services for all aspects of consumer engagement, transaction processing and business development.

continues to invest in automated handling equipment in our Shepherdsville, KY warehouse resulting in reduced shipping times, streamlined

order processing, and improved warehouse efficiency.

In April 2024, we implemented a new piece of automation equipment from OPEX Sure

Sort X® for the sortation of non-standard size products.

Since most of these products were being manually sorted, the increased sortation

capacity reduces labor cost and minimizes the potential for product damage.

In December 2022, we implemented a state-of-the art AutoStore

Automated Storage & Retrieval System (ASRS).

This system significantly improved Alliance’s warehouse operations, allowing the

Company to achieve increased levels of speed, reliability, capacity, and precision, resulting in significant cost savings.

Company’s platforms enable stakeholders to search and purchase personalized product selections efficiently.

Through a modern and

intuitive user interface, customers access Alliance’s global inventory as well as integrated marketing tools, conversational commerce,

Fintech solutions, self-service purchasing and 24/7 support.

Current features of Alliance’s customer engaging technology features

include seamless connectivity across desk-top, notebook and mobile devices.

newer platforms also incorporate tools and services that increase revenue and profitability when compared to legacy distribution systems.

In addition to robust search, selection and purchase transaction tools and service support, the Company’s platforms currently incorporate

a Fintech platform with an extensive selection of payment options.

Further, Alliance’s technology offers a multi-channel marketing

platform supporting retailer marketplace participants’ growth and business development with fully integrated product marketing

and CRM tools.

Management believes the result is a more comprehensive, engaging, and cost-effective transaction process designed to make

all stakeholders more productive and competitive.

industries in which the Company distributes product are:

Sales for the fiscal year ended June 30, 2025, represented approximately 26% of Alliance’s

consolidated revenue.

For the year ended June 30, 2024, DVD, Blu-Ray and UltraHD represented approximately 19% of Alliance revenues

on a consolidated basis.

CDs for the fiscal year ended June 30, 2025, represent approximately 12% of Alliance’s consolidated revenue.

year ended June 30, 2024, CDs represented approximately 12% of Alliance revenues on a consolidated basis.

and Electronics:

Sales in Collectables and Consumer Electronics represented approximately 4% of the Company consolidated revenue

for the fiscal year ended June 30, 2025, and approximately 4% of Alliance revenues on a consolidated basis for the year ended June

continues to improve its warehouse operations through targeted investments in automated handling equipment at its Shepherdsville, Kentucky

In April 2024, the Company implemented the OPEX Sure Sort X® system to automate the sortation of non-standard size products.

This enhancement replaced manual sorting processes, reducing labor costs, accelerating processing times, and lowering the potential for

product damage.

December 2022, Alliance implemented an AutoStore Automated Storage & Retrieval System, which improved warehouse speed, reliability,

capacity, and accuracy.

Together, these automation initiatives have contributed to operational efficiencies and cost savings.

technology platforms provide stakeholders with seamless access to the Company’s global inventory through a modern, user-friendly

interface accessible on desktop, notebook, and mobile devices.

Key features include:

product search and personalized selection tools

marketing and customer relationship management (CRM) tools supporting multi-channel retailer marketplaces

Conversational

commerce and Fintech solutions providing diverse payment options

purchasing and 24/7 customer support

capabilities enhance transaction efficiency and engagement, supporting revenue growth and profitability relative to legacy distribution

Management believes these platforms enhance stakeholder productivity and competitiveness.

industries in which the Company distributes products are:

Goods consisting of licensed physical media and entertainment content;

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Toys and Collectables.

of physical media are navigating changes in market demand, an evolving omni-channel retail market, and supplier consolidation efforts.

While many consumers are transitioning to digital media consumption, such as streaming music and video services, there remains a growing

market driven by the collectability of physical media including Vinyl Records, specialty SteelBooks DVD’s, Box Sets of CD’s,

and Pop Culture Collectables.

This shift in demand, combined with the evolving retail and supplier landscape, may prompt the consolidation

of distribution networks.

This presents a unique opportunity for distributors that can cater to the evolving preferences and values of

the retailers they distribute to and suppliers they procure from.

overall demand for physical media has declined, niche markets for music and movie enthusiasts are growing.

This trend is evidenced by

the rising popularity of K-pop in the form of CDs and vinyl records, special edition collections SteelBook DVDs, and 4K UHD Blu-ray movies,

especially among distributors with exclusive content.

Nostalgia-driven purchases often appeal to collectors because of their intrinsic

For example, vinyl record buyers appreciate the artwork and superior warn sounding audio quality compared to streaming services.

Additionally, limited editions, box sets, and exclusive releases attract a significant market segment for similar reasons.

as major retail chains reduce the shelf space dedicated to physical media, distributors with direct-to-consumer channels can leverage

their capabilities and perform fulfillment service for retail dotcoms.

This allows retailers to expand their product offering without

the added expense of incremental warehouse space and inventory carrying costs.

also benefit from this evolving landscape.

By partnering with distributors who focus on mass and niche markets, suppliers can ensure

their products reach a wide and diverse set of consumers and a streamlined distribution network.

Additionally, suppliers with exclusive

releases and limited editions have an opportunity to leverage their unique content with premium pricing.

Collaboration with distributors

on marketing and promotional efforts can further enhance visibility and sales, creating a mutually beneficial relationship in a competitive

market for physical media is becoming increasingly competitive as companies compete for a shrinking customer base.

Distributors must

differentiate themselves by offering unique products, exclusive content, and superior customer service.

To be successful, we must correctly

anticipate the types of entertainment, products and play patterns which will capture consumers’ interests and imagination, and

quickly develop and introduce innovative products and engaging entertainment which can compete successfully for consumers’ limited

time, attention, and spending.

Specialized distributors often have an advantage in this regard, as they can be more agile and responsive

compared to larger more diverse distributors.

Additionally, partnerships with artists and content creators to secure exclusive releases

can provide a unique competitive edge.

As the market evolves, distributors that can innovate and meet the demands of niche audiences

will likely thrive.

Alliance has the advantage of bundling all of its different entertainment products they distribute to create unique

exclusive SKU’s that omni retailers can offer.

Company has identified three primary market areas where it currently conducts business and plans to grow its business:

technology and social trends evolve, film and music market studios are overhauling their business models to take advantage of changing

consumer behavior and expanding media platforms.

A large opportunity exists for Alliance to license video movies from movie studios that

want to exit from home video.

With Alliance distributing these exclusive video movies for studios using the company’s technology,

process, and relationships to efficiently manage supply chain logistics in bulk to major retailers and direct to consumers.

continue to trend towards vinyl records due to the desire to own the physical product, the sound quality, and the intrinsic value of

the album artwork.

Despite the rise of digital distribution models, many consumers still prefer to buy physical versions of games because

of the ability to share and display like hardcover book collections.

global e-commerce fulfillment services market is expected to experience substantial growth due to the proliferation of the e-commerce

industry, particularly in emerging markets, leading to an unprecedented rise in online buyers.

This growth is anticipated to be driven

by established brands in North America, such as Amazon, Walmart, Best Buy, and Target.

In addition, retailers and manufacturers are increasingly

focusing on their core competencies to sustain intense competition, leading them to outsource fulfillment activities to third-party vendors.

Our Competitive

is one of the largest physical media and entertainment product distributors in the world and a leader in fulfillment and e-commerce distribution

Its existing product and service offering has positioned the Company to capitalize on shifts towards e-commerce and Omni-Channel

strategies, especially as retailers and manufacturers greatly increase their reliance on their direct-to-consumer fulfillment and distribution

believe that our key strengths position us to deliver on our strategy to grow profitably, optimize our core physical media and entertainment

product distributors’ fulfillment and e-commerce distribution solutions, and expand and invest in higher-margin advanced technology

solutions and high-value services.

of physical media continue to navigate changes in consumer demand, an evolving omni-channel retail environment, and ongoing supplier

consolidation.

While many consumers have shifted to digital formats such as streaming music and video services, management believes a

growing market remains for collectible physical media, including vinyl records, specialty SteelBook® DVDs, CD box sets, and pop culture

collectibles.

shift in demand, coupled with structural changes in the retail and supplier landscape, is contributing to the consolidation of distribution

Management believes this presents an opportunity for distributors, such as Alliance, that are positioned to meet the evolving needs of retailers

and suppliers, such as Alliance.

overall demand for physical media has declined, niche markets serving music and movie enthusiasts have shown growth.

This trend is

reflected in the rising popularity of K-pop releases in CD and vinyl formats, special edition SteelBook® DVDs, and 4K UHD

Blu-ray titles particularly among consumers seeking exclusive content.

Nostalgia and collector-driven purchases remain a factor driving customer demand,

with buyers valuing artwork, perceived audio quality, and the intrinsic value of limited-edition formats.

major retail chains reduce shelf space for physical media, management believes distributors with direct-to-consumer capabilities and

fulfillment services for retail e-commerce platforms, such as Alliance, are increasingly well-positioned.

These capabilities allow retailers to expand product

offerings without the need for incremental warehouse space or inventory carrying costs.

are also adapting to this shift.

By partnering with distributors, such as Alliance, that serve both mass and niche channels, suppliers can reach broader

consumer bases through a more efficient distribution model.

Exclusive and limited-edition releases allow suppliers to maintain premium

pricing, and collaboration on marketing and promotional campaigns can further support product visibility and sell-through.

physical media market remains competitive as companies seek to serve a more targeted customer base.

Management believes that long-term

success in this environment requires differentiation through exclusive content, curated product offerings, and enhanced customer service.

The ability to anticipate consumer preferences and quickly deliver relevant entertainment experiences is increasingly important.

distributors may have a relative advantage in this regard due to their agility and ability to respond quickly to market trends.

management’s view, partnerships with artists and content creators to secure exclusive releases offer Alliance an additional

competitive edge.

Alliance leverages its broad product portfolio to create bundled, exclusive collectibles that support omni-channel retail

strategies and appeal to collectors and enthusiasts.

Company has identified three primary market areas where it currently conducts business and plans to grow its operations:

technology and consumer trends evolve, film, music, and gaming studios continue to re-evaluate distribution strategies to address

shifting behaviors and expanding digital and physical platforms.

Despite the rise of streaming and digital delivery, consumer demand

for physical media remains resilient, driven by factors such as collectibility, superior audio-visual quality, and the intrinsic

value of physical packaging.

In response to this opportunity, the Company recently launched Alliance

Home Entertainment, a dedicated business unit established through a multi-year distribution agreement with Paramount Home Entertainment.

This new division will handle the exclusive distribution of Paramount’s physical home video products across all major retail channels

and direct-to-consumer platforms, including the management of catalog returns beginning January 31, 2025.

The launch of Alliance Home

Entertainment positions the Company as a trusted partner for major studios seeking a more efficient, centralized, and experienced physical

media distributor.

Simultaneously,

the Company is capitalizing on demand from collectors and enthusiasts through the expansion of its physical music and video

offerings, most notably vinyl records, SteelBooks™, and special edition box sets.

The Company believes that consumers

continue to favor tangible media formats for their superior sound and picture quality, unique artwork, and collectible

further extend its reach into consumer lifestyle categories, the Company recently launched Alliance Authentic , a new brand focused

on officially licensed merchandise and collectible products from leading artists, creators, and entertainment brands.

This business complements

our core media offerings and addresses growing demand for branded, limited-edition pop culture products that can be marketed through

both B2B and DTC channels.

global e-commerce fulfillment services market continues to experience strong growth driven by increasing online sales penetration, particularly

in North America.

Large retailers such as Amazon, Walmart, Target, and Best Buy are increasingly relying on fulfillment partners to improve

speed, flexibility, and service levels while maintaining cost efficiency.

is well-positioned to serve this expanding market through its scalable third-party logistics (3PL) and direct-to-consumer fulfillment

By combining physical inventory depth, technology-driven distribution, and established carrier relationships, the Company

enables retailers, brands, and suppliers to reach their customers more effectively.

As retailers and manufacturers focus on core competencies,

the outsourcing of logistics and fulfillment operations is expected to accelerate, further expanding the addressable market for Alliance’s

Competitive Strengths

is one of the largest physical media and entertainment and collectibles product distributors in the world and a leader in

fulfillment and e-commerce distribution solutions.

Its existing product and service offering has positioned the Company to

capitalize on shifts towards e-commerce and Omni-Channel strategies, especially as retailers and manufacturers greatly increase

their reliance on their direct-to-consumer fulfillment and distribution partners.

believe that our key strengths position us to deliver on our strategy to grow profitably, optimize our core physical media and

entertainment and collectibles product distributors’ fulfillment and e-commerce distribution solutions, and expand and

continue to invest in higher-margin advanced technology solutions and high-value services.

Company believes the following strengths are key to its ability to grow and maintain its position as a market leader:

Management Experience and Equity Rollover.

With over 30 years of operations and experience,

Alliance management has extensive knowledge and is rolling over all their equity in the Business

Combination in preparation to lead the Company towards future growth.

● Significant

With over 30 years of operations and experience, Alliance management has extensive

knowledge and is rolling over all their equity in the Business Combination in preparation to lead the Company towards future growth.

barriers to entry and market leadership.

Alliance is a leader in fulfillment and e-commerce

distribution with over 325,000 SKUs in stock.

The Company’s market leadership is further

protected by a three-pronged moat of services, selection, and technology.

The Company’s

platforms create efficiencies, which benefit its partners in the physical media and entertainment

As a result, both suppliers and retailer customers rely on the Company’s

platforms to fuel transaction volume.

Alliance is a leader in fulfillment and e-commerce distribution with over 340,000 SKUs

The company’s market leadership is further protected by a three-pronged moat of services, selection, and technology.

The company’s platforms create efficiencies that benefit its partners in the physical media and entertainment marketplace.

As a result, both suppliers and retail customers rely on the company’s platforms to drive transaction volume.

Partnerships with Major Content Providers.

Through Alliance Home Entertainment, the Company has established strong distribution

relationships with major studios and independent content owners.

Most recently, the Company secured an exclusive distribution agreement

with Paramount Home Entertainment, reinforcing Alliance’s role as a key physical media partner and unlocking new growth opportunities

within the home entertainment segment.

into Premium Collectibles and Licensed Merchandise

Authentic, the Company’s newest division, is focused on delivering curated, premium collectible products through exclusive

licensing partnerships and proprietary brands.

This leverages Alliance’s core distribution infrastructure and deep relationships

in entertainment to capitalize on the growing demand for pop culture merchandise.

Growth Opportunities.

Alliance will seek to grow revenue and expand margins through the

expansion of partnerships with vendors and customers and investment in existing facilities.

Alliance will seek to grow revenue and expand margins through the expansion of partnerships with vendors

and customers and investment in existing facilities.

track record of building scale through significant acquisitions.

Since its inception,

Alliance has successfully acquired and integrated ten businesses that have greatly expanded

the vendors and customers we are supporting.

This M&A activity has built scale and added

capabilities to the Company’s platforms.

Further, Alliance has demonstrated an ability

to integrate those companies into its existing platforms to fundamentally improve the acquired

Alliance management believes significant consolidation opportunities remain to

drive future growth by acquiring complementary businesses and competitors.

Since its inception, Alliance has successfully acquired and

integrated ten businesses that have greatly expanded the vendors and customers we are supporting.

This M&A activity has built

scale and added capabilities to the Company’s platforms.

Further, Alliance has demonstrated an ability to integrate those companies

into its existing platforms to fundamentally improve the acquired businesses.

Alliance management believes significant consolidation

opportunities remain to drive future growth by acquiring complementary businesses and competitors.

technology distribution platform and interface.

The Company’s technology platform

increases transaction efficiency, provides great mobile accessibility, and incorporates modern

marketing and Fintech tools.

The Company’s technology platform increases transaction efficiency, provides

great mobile accessibility, and incorporates modern marketing and Fintech tools.

for Future Growth

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Acquisition Strategy.

Alliance has a proven track record of successfully acquiring and

integrating competitors and complementary businesses.

With additional capital, Alliance will

be able to execute its acquisition strategy more effectively.

Alliance has a proven track record of successfully acquiring and integrating competitors and complementary

With additional capital, Alliance will be able to execute its acquisition strategy more effectively.

Market Share.

Expanding its existing product and service offerings and executing its

acquisition strategy will drive Alliance’s efforts toward increasing market share.

Expanding its existing product and service offerings and executing its acquisition strategy will drive Alliance’s

efforts toward increasing market share.

The Company has historically built scale and added capabilities through acquisitions.

has demonstrated an ability to execute accretive and synergistic acquisitions as well as

integrate and fundamentally improve the acquired businesses.

Alliance expects to continue

pursuing strategic opportunities that strengthen its platforms, expand the breadth and depth

of its content, and enhance its distribution infrastructure.

Alliance will continue to actively

monitor and evaluate these and future opportunities in its acquisition pipeline in both the

near and mid-term.

has demonstrated an ability to execute accretive and synergistic acquisitions as well as integrate and fundamentally improve the

acquired businesses.

Alliance expects to continue pursuing strategic opportunities that strengthen its platforms, expand the breadth

and depth of its content, and enhance its distribution infrastructure.

Alliance will continue to actively monitor and evaluate these

and future opportunities in its acquisition pipeline in both the near and mid-term.

Direct to Consumer (DTC) Relationships and Capabilities.

Alliance’s DTC services

are in greater demand as consumer preferences shift and stress retailers’ e-commerce

and DTC capabilities.

Enhancing DTC relationships will grow existing revenue lines and improving

capabilities will generate a more attractive overall service offering.

Alliance’s DTC services are in greater demand as consumer preferences

shift and stress retailers’ e-commerce and DTC capabilities.

Enhancing DTC relationships will grow existing revenue lines and

improving capabilities will generate a more attractive overall service offering.

into New Consumer Products.

Leveraging existing relationships, Alliance can expand into

new consumer product segments, growing its product offering and providing more to its existing

customer base while attracting new customers in the process.

Leveraging existing relationships, Alliance can expand into new consumer product segments, growing

its product offering and providing more to its existing customer base while attracting new customers in the process.

Technological Advancement.

Alliance will further invest in automating facilities and

upgrading proprietary software.

Alliance will further invest in automating facilities and upgrading proprietary software.

on Strategic Studio Partnerships.

Building on our exclusive distribution agreement with Paramount Home Entertainment through

Alliance Home Entertainment, we intend to develop additional studio partnerships to expand our footprint in the physical media market

and strengthen our position as a preferred content distribution partner.

distributes and markets over 400,000 products worldwide from more than 600 of the industry’s premier physical media entertainment

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80% of product receipt value.

By comparison, for the fiscal year that ended June 30, 2023, five suppliers made up approximately 49% of

the product receipt value, and 23 suppliers made up 80% of the product receipt value.

One supplier comprised of approximately 21% of

Alliance’s total product receipt value for the year ended June 30, 2024, versus 15% in 2023.

One supplier comprised of approximately 23% of Alliance’s total product receipt value for the year

ended June 30, 2025, versus 21% in 2024.

has written supply agreements with many of its suppliers.

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contracts exceed a one-year term, with most contracts having auto-renewal clauses.

the year ended June 30, 2024, Alliance’s top five customers represented approximately 47% of its consolidated revenue.

top customer represented 18% of its consolidated net sales.

By comparison, for the fiscal year ended June 30, 2023, the top five customers

generated approximately 50% of consolidated revenue with one customer representing almost 23%.

Our Business is

Affected by Seasonality

the year ended June 30, 2025, Alliance’s top three customers represented approximately 40% of its consolidated revenue.

Alliance’s top customer represented approximately 15% of its consolidated net sales.

By comparison, for the fiscal year ended

June 30, 2024, the top three customers generated approximately 39% of consolidated revenue with one customer representing approximately

Business is Affected by Seasonality

experiences some seasonal fluctuation in demand in our business due to changes in consumer behavior and schedules of new releases.

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stocking levels in the retail channel for its North American business.

How We Manage Our

We Manage Our Inventory

strives to maintain enough product inventories to achieve optimum order fill rates.

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Alliance’s brand strategy.

faces competition from a variety of competitors, including some of our own suppliers that sell directly to certain segments of the market,

wholesale distributors, retailers, and internet-based businesses.

We are a leading company in the sale and marketing of physical media

entertainment products, including vinyl, gaming, DVDs, CD’s and consumer products and toys offerings, and operate in the competitive

e-commerce business environment.

We compete with several smaller physical media companies in our product categories, as well as with

many larger e-commerce companies in the United States and internationally.

In addition, we compete with entertainment companies that

digitally download and stream their products.

Competition is based primarily on meeting consumer product preferences and on the quality

and play value of our physical media products and experiences.

To a lesser extent, competition is also based on product pricing.

faces competition from a variety of competitors, including some of our own suppliers that sell directly to certain segments of the

market, wholesale distributors, retailers, and internet-based businesses.

We are a leading company in the sale and marketing of

physical media entertainment and collectible products, including vinyl, gaming, DVDs, CD’s and consumer products and toys

offerings, and operate in the competitive e-commerce business environment.

We compete with several smaller physical media companies

in our product categories, as well as with many larger e-commerce companies in the United States and internationally.

we compete with entertainment companies that digitally download and stream their products.

Competition is based primarily on meeting

consumer product preferences and on the quality and play value of our physical media products and experiences.

To a lesser extent,

competition is also based on product pricing.

of the major entertainment and gaming companies are part of large, diversified companies with a variety of other operations.

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any of which could harm our business.

changing trends in consumer preferences with respect to entertainment and barriers to entry as well as the emergence of new technologies

and different mediums for viewing content, such as the growing number of streaming platform options, continually creates new opportunities

for existing competitors and start-ups to develop products and offerings that compete with our entertainment and e-commerce offerings.

In the future, the Company may face increased competition through the emergence of new competitors or business models.

Some of Alliance’s

competitors may have access to significant financial resources, greater name recognition and well-established client bases in their target

customer segments, differentiated business models, technology and other capabilities, or a differentiated geographic coverage, which

may make it more difficult for Alliance to attract new customers.

changing trends in consumer preferences with respect to entertainment and collectibles and barriers to entry as well as the

emergence of new technologies and different mediums for viewing content, such as the growing number of streaming platform options,

continually creates new opportunities for existing competitors and start-ups to develop products and offerings that compete with our

entertainment and e-commerce offerings.

In the future, the Company may face increased competition through the emergence of new

competitors or business models.

Some of Alliance’s competitors may have access to significant financial resources, greater

name recognition and well-established client bases in their target customer segments, differentiated business models, technology and

other capabilities, or a differentiated geographic coverage, which may make it more difficult for Alliance to attract new

market for physical media is becoming increasingly competitive as companies compete for a shrinking customer base.

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demands of niche audiences will likely thrive.

Intellectual Property

intellectual property is an important component of its business.

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become known or be independently discovered by competitors.

Human Capital Resources

Capital Resources

of June 30, 2025, Alliance had approximately 697 employees on its payroll and approximately 168 workers hired through staffing agencies

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& Demographics.

With respect to global demographics on June 30, 2024, approximately 50% of the Company’s payroll employees

are female and 50% are male.

With respect to global demographics on June 30, 2025, approximately 49.5% of the Company’s payroll

employees are female and 50.5% are male.

With a focus on talent acquisition, the leadership team seeks out the most qualified candidates for open roles

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will be realigned where appropriate for existing employees and new hires.

Regulatory Compliance

Company’s overall business approach and strategy includes rigorous attention to regulatory compliance, as its operations are subject

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Reporting and Financial Information

Class A common stock and warrants are registered under the Exchange Act, and as a smaller reporting company, we have specific reporting

We file annual, quarterly, and current reports with the SEC, which include audited financial statements prepared by our

independent registered public accountants.

These reports and other important information are available on our website at www.aent.com

under the Investor Relations section, free of charge, as soon as they are filed with the SEC.

Please note that information on our website

is not incorporated by reference into this report.

Class A common stock and warrants are registered under the Exchange Act, and as a smaller reporting company, we have specific

reporting obligations.

We file annual, quarterly, and current reports with the SEC, which include audited financial statements

prepared by our independent registered public accountants.

The SEC maintains an internet site that contains reports, proxy and

information statements, and other information regarding issuers that file electronically with the SEC (www.sec.gov).

These reports

and other important information are available on our website at www.aent.com under the Investor Relations section, free of charge,

as soon as they are filed with the SEC.

Please note that information on our website is not incorporated by reference into this

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not “ emerging growth companies” including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities

less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “ emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) of 2026, (b) in

which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,

which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the

prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during

the prior three-year period.

References herein to “emerging growth company” will have the meaning associated with it in the

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) of 2026, (b) in which we have total

annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market

value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30 th ,

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally,

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We will continue to be

classified as a smaller reporting company until the last day of the fiscal

classified as a smaller reporting company until the last day of the fiscal year.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business