EX-FILING FEES 5 adra-20221231xexfilingfees.htm EX-FILING FEES

Exhibit 107.1

CALCULATION OF FILING FEE TABLE

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Form Type)

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee
Calculation
or Carry
Forward
Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
Effective
Date

Filing Fee
Previously
Paid in
Connection
with
Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Fees to be paid

Equity

Class A common stock,
par value $0.0001
per share

457(o)

$5,750,000(2)

0.00011020

$633.65(3)

Equity

Class A common stock,
par value $0.0001
per share

Other

48,102,778

$3.38(4)

$162,587,389.64

0.00011020

$17,917.13

Equity

Class A common stock,
par value $0.0001
per share, underlying Warrants

Other

9,920,000

$11.50(5)

$114,080,000

0.00011020

$12,571.62

Equity

Class A common stock,
par value $0.0001
per share, underlying Representative Warrants

457(o)

$287,500

0.00011020

$31.68

Equity

Warrants to purchase shares of Class A common stock

Other

9,920,000

(6)


Equity

Warrants to purchase shares of Class A common stock

Other

(6)

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$282,704,889.64

$31,154.08

Total Fees Previously Paid

$0.00

Total Fee Offsets

$4,753.91

Net Fee Due

$26,400.17

(1)Pursuant to Rule 416(a) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(2)Includes the offering price of shares that the underwriters may purchase upon exercise of an option to cover over-allotments, if any.
(3)Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.
(4)Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low sales prices of the Class A common stock on April 5, 2023, as reported by the OTC Markets Group Inc.
(5)Calculated pursuant to Rule 457(g) under the Securities Act based on the fixed conversion or exercise price of the security.
(6)In accordance with Rule 457(i), the entire registration fee for the Private Warrants and Underwriter Warrants is allocated to the shares of Class A common stock underlying such Warrants, and no separate fee is payable for such Warrants.

Table 2: Fee Offset Claims and Sources

Registrant or Filer Name

Form
or
Filing
Type

File Number

Initial Filing
Date

Filing Date

Fee Offset
Claimed

Security Type
Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate
Offering Amount
Associated with Fee
Offset Claimed

Fee Paid with
Fee Offset
Source

Rules 457(b) and 0-11(a)(2)

Fee Offset Claims

Fee Offset Sources

Rule 457(p)

Fee Offset Claims

Alliance Entertainment Holding Corporation (f/k/a Adara Acquisition Corp.)

S-4

333-266098

July 12, 2022

$4,753.91

Equity

Class A common stock, par value $0.0001 per share

47,500,000

$51,282,767.44


Fee Offset Sources

Alliance Entertainment Holding Corporation (f/k/a Adara Acquisition Corp.)

S-4

333-266098

July 12, 2022

$4,753.91

(1)The Registrant paid a registration fee of $10,758.85 in connection with the registration of 107,500,000 shares of Class A common stock registered under the Registration Statement on Form S-4, filed on July 12, 2022 (File No. 333-266098) (as amended, the “Form S-4”). The offering under the Form S-4 has terminated. 47,500,000 shares of Class A common stock registered under the Form S-4 that remain unsold are being registered under this registration statement. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the filing of this registration statement was offset by $4,753.91.