SecProbe.io

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 Alliance
Entertainment Holding Corporation

 8201
Peters Road, Suite 1000

 Plantation,
Florida

 May
22, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE: Alliance
Entertainment Holding Corporation Registration
Statement on Form S-3

 Filed
May 15, 2026

 Registration
No. 333-295949

 Ladies
and Gentlemen:

 Alliance
Entertainment Holding Corporation (the "Company") hereby requests, pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, acceleration of the effective date of the above-referenced Registration Statement, as amended, so that such
Registration Statement, as amended, will become effective at 5:00 p.m.., Eastern Time, on Wednesday, May 27, 2026, or as soon thereafter
as practicable.

 [Signature
Page Follows]

 Very
 truly yours,

 ALLIANCE
 ENTERTAINMENT HOLDING CORPORATION

 By:
 /s/
 Bruce Ogilvie

 Name:

 Bruce Ogilvie

 Title:

 Executive Chairman

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2026

Jeffrey Walker
Chief Executive Officer
Alliance Entertainment Holding Corporation
8201 Peters Road, Suite 1000
Plantation, FL 33324

 Re: Alliance Entertainment Holding Corporation
 Registration Statement on Form S-3
 Filed May 15, 2026
 File No. 333-295949
Dear Jeffrey Walker:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Peter M. Melampy
</TEXT>
</DOCUMENT>

December 30, 2024
Jeffrey Walker
Chief Executive Officer
Alliance Entertainment Holding Corp
8201 Peters Road, Suite 1000
Plantation, Florida 33324
Re:Alliance Entertainment Holding Corp
Registration Statement on Form S-3
Filed December 20, 2024
File No. 333-283997
Dear Jeffrey Walker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Brad Shiffman

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ALLIANCE
ENTERTAINMENT HOLDING CORPORATION

8201
PETERS ROAD, SUITE 1000

PLANTATION,
FL 33324

  December 30,
  2024

VIA
EDGAR

United
States Securities

and
Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Rebekah Reed

    Re:

    Alliance
    Entertainment Holding Corporation

    Registration
    Statement on Form S-3

    Filed
                                            December 20, 2024

    File
    No: 333-283997

Dear
Ms. Reed:

Alliance
Entertainment Holding Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced
Registration Statement on Form S-3 (File No. 333-283997) (the “Registration Statement”), be accelerated by the U.S.
Securities and Exchange Commission (the “Commission”) to become effective on Friday, January 3, 2025, at 5:00
p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes Brad Shiffman of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact
Mr. Shiffman at (212) 885-5442 with any questions you may have concerning this request, and please notify Mr. Shiffman when this request
for acceleration has been granted.

    Very
    truly yours,

    ALLIANCE
    ENTERTAINMENT HOLDING CORPORATION

    By:
    /s/
    Bruce Ogilvie

    Name:
    Bruce
    Ogilvie

    Title:
    Executive
    Chairman

  cc:
  Brad Shiffman, Blank Rome LLP

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Alliance Entertainment Holding Corporation

8201 Peters Road, Suite 1000

Plantation, Florida

June 28, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Alliance Entertainment Holding Corporation

    Registration Statement on
Form S-1

    Registration
No. 333-271219

Ladies and Gentlemen:

Alliance Entertainment Holding
Corporation (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
acceleration of the effective date of the above-referenced Registration Statement, as amended, so that such Registration Statement, as
amended, will become effective at 4:30 p.m.., Eastern Time, on Thursday, June 29, 2023, or as soon thereafter as practicable.

[Signature Page Follows]

Very truly yours,

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

By:
/s/
Bruce Ogilvie

Name: Bruce Ogilvie

Title: Executive Chairman

CORRESP
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Alliance Entertainment Holding Corporation

8201 Peters Road, Suite 1000

Plantation, Florida

June
28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F St., NE

Washington, D.C. 20549

      Re:
    Alliance Entertainment Holding Corporation

    Withdrawal of Request for Acceleration

    Registration Statement on Form S-1 (File No. 333-271219)

Ladies and Gentlemen:

On
June 23, 2023, Alliance Entertainment Holding Corporation (the “Company”), requested acceleration of the effective date of
the above-referenced Registration Statement, as amended, so that it would become effective at 5:00 p.m., Eastern time, on Tuesday, June
27, 2023, or as soon thereafter as practicable. The Company hereby withdraws such request.

[Signature Page Follows]

    Very truly yours,

    ALLIANCE ENTERTAINMENT HOLDING CORPORATION

    By:
    /s/ Bruce Ogilvie

    Name:
    Bruce Ogilvie

    Title:
    Executive Chairman

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June 28, 2023                                        

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Alliance Entertainment Holding Corporation (“Company”)

Registration Statement on Form S-1

(File No. 333-271219) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Thursday, June 29, 2023, at 4:30 p.m., ET, or as soon
thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the
several underwriters, wish to advise you that, through June 28, 2023, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of
the Preliminary Prospectus dated June 16, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY LLC

     By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

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Alliance Entertainment Holding Corporation

8201 Peters Road, Suite 1000

Plantation, Florida

June 23, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Alliance Entertainment Holding Corporation

    Registration Statement on
Form S-1

    Registration
No. 333-271219

Ladies and Gentlemen:

Alliance Entertainment Holding
Corporation (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
acceleration of the effective date of the above-referenced Registration Statement, as amended, so that such Registration Statement, as
amended, will become effective at 5:00 p.m.., Eastern Time, on Tuesday, June 27, 2023, or as soon thereafter as practicable.

[Signature Page Follows]

Very truly yours,

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

By:
/s/ John Kutch

Name: John Kutch

Title: Chief Financial Officer

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June 23, 2023                                        

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Alliance Entertainment Holding Corporation (“Company”)

Registration Statement on Form S-1

(File No. 333-271219) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity
LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Tuesday, June 27, 2023, at 5:00 p.m., ET, or as soon
thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the
several underwriters, wish to advise you that, through June 23, 2023, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of
the Preliminary Prospectus dated June 16, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    THINKEQUITY LLC

     By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

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    Phone:
    (212) 885-5000

    Fax:
    (917) 332-3057

    Email:
    brad.shiffman@blankrome.com

May 1, 2023

VIA EDGAR AND OVERNIGHT DELIVERY

Rucha Pandit; Donald Field

Division of Corporation Finance

Office of Trade & Services

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Alliance Entertainment Holding Corporation

Registration Statement on Form S-1

Filed April 12, 2023

File No. 333-271219

Dear Ms. Pandit and Mr. Field,

On behalf of our client, Alliance
Entertainment Holding Corporation, a Delaware corporation (the “Company”), and pursuant to the applicable provisions
of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and
Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”)
to the above-captioned Registration Statement on Form S-1 of the Company filed with the Commission on April 12, 2023 (collectively, the
 “Registration Statement”).

Amendment No. 1 reflects certain
revisions to the Registration Statement in response to the comment letter to Mr. Kutch, the Company’s Chief Financial Officer, dated
April 21, 2023, from the staff of the Commission (the “Staff”) and other updated information. For your convenience,
we are also providing copies of Amendment No. 1, marked to show changes against the Registration Statement, in the traditional non-EDGAR
format to you.

The numbered paragraphs in
italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

Registration Statement on
Form S-1

Cover Page

 1. Please refer to the Second Prospectus cover page. For each of the securities being registered for resale,
disclose the price that the Selling Securityholders paid for such securities.

Response: The Company
respectfully notes the Staff’s comment and has added the requested disclosure on the cover page of the Second Prospectus.

May 1, 2023

Page 2

 2. Please refer to the Second Prospectus cover page. Please disclose the exercise price of the warrants
compared to the market price of the underlying security. If the warrants are out of the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
sections and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable,
describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective
basis with your current cash on hand.

Response: The Company
respectfully notes the Staff’s comment and has added the requested disclosure on the cover page of the Second Prospectus and pages
37-38, 70, Alt-1 and Alt-9 of the Registration Statement.

 3. Please refer to the Second Prospectus cover page. We note that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that some of the shares being registered for resale were
purchased by the Selling Securityholders for prices considerably below the current market price of your Class A common stock. Please highlight
the significant negative impact sales of shares on this registration statement could have on the public trading price of the Class A common
stock.

Response: The Company
respectfully notes the Staff’s comment and has added the requested disclosure on the cover page of the Second Prospectus.

Risk Factors, page 12

 4. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the
purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number
of shares outstanding. Also disclose that even though the current trading price is at or significantly below the SPAC IPO price, the private
investors or Selling Securityholders have an incentive to sell because they will still profit on sales because of the lower price that
they purchased their shares than the public investors.

Response: The Company
respectfully notes the Staff’s comment and has added the requested disclosure on page 40 of the Registration Statement.

Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page 53

 5. Please expand your discussion here to reflect the fact this offering involves the potential sale of
a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.

Response: The Company
respectfully notes the Staff’s comment and has revised the disclosure on page 70 of the Registration Statement accordingly.

May 1, 2023

Page 3

Liquidity
and Capital Resources, page 65

 6. In light of the unlikelihood that the company will receive significant proceeds from exercises of the
warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A common stock,
expand your discussion of capital resources to address any changes in the company’s liquidity position
since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the
company’s ability to raise additional capital.

Response: The Company
respectfully notes the Staff’s comment and has revised the disclosure on page 70 of the Registration Statement accordingly.

General

 7. Please refer to the Second Prospectus cover page. We note that your Class A common stock and Warrants
are currently quoted on the OTC Pink marketplace. Please note that an at-the-market resale offering under Rule 415 is not available for
registrants quoted on the OTC Pink marketplace. To sell securities at market prices, we require an existing trading market for those securities,
and we do not consider the OTC Pink Marketplace to be such a market for the purposes of satisfying Item 501(b)(3) of Regulation S-K. Accordingly,
please revise to clarify that the Selling Securityholders will sell at a fixed price until your securities are listed or quoted on an
existing public trading market, such as the OTCQB, OTCQX or OTCBB, and thereafter at prevailing market prices or privately negotiated
prices. Please also disclose the fixed price. Lastly, please revise to clarify whether obtaining a listing or quotation on an existing
public trading market is a condition to the resale offering. In this regard, we note that the Public Offering Prospectus cover page discloses
that Nasdaq listing of your Class A common stock and Warrants is a condition to the public offering.

Response: The Company
respectfully notes the Staff’s comment and has revised the disclosure on the cover page of the Second Prospectus accordingly.

 8. Revise your Second Prospectus to disclose the price that each Selling Securityholder paid for the securities
being registered for resale. Highlight any differences in the current trading price, the prices that the Selling Securityholders acquired
their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the Selling
Securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience
a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the Selling Securityholders will earn based on the current trading price. Lastly, please include appropriate
risk factor disclosure.

Response: The Company
respectfully notes the Staff’s comment and has revised the disclosure on the cover page of the Second Prospectus and page 40 of
the Registration Statement accordingly.

 9. Please revise to update your disclosures throughout the filing and address areas that appear to need
updating or that present inconsistencies. A non-exclusive example of an area where disclosure should be updated is follows:

 · You state on page 105 that “future” sales of your Class A common stock could “adversely
affect the market price of our Class A common stock prevailing from time to time.” Please update this statement as well as your
risk factor disclosure given that this registration statement is facilitating those sales.

Response: The Company
respectfully notes the Staff’s comment and has revised the disclosure on page 115 of the Registration Statement accordingly.

~ ~ ~

May 1, 2023

Page 4

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
do not hesitate to contact me at (212) 885-5442 or my colleague, Peter Melampy at (212) 885-5372 with any questions or further comments
you may have regarding this filing or if you wish to discuss the above.

    Sincerely,

    /s/ Brad L. Shiffman

    Brad L. Shiffman

United States securities and exchange commission logo
April 21, 2023
John Kutch
Chief Financial Officer
ALLIANCE ENTERTAINMENT HOLDING CORP
8201 Peters Road, Suite 1000
Plantation, Florida
Re:ALLIANCE ENTERTAINMENT HOLDING CORP
Registration Statement on Form S-1
Filed April 12, 2023
File No. 333-271219
Dear John Kutch:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please refer to the Second Prospectus cover page.  For each of the securities being
registered for resale, disclose the price that the Selling Securityholders paid for such
securities.

 FirstName LastNameJohn Kutch
 Comapany NameALLIANCE ENTERTAINMENT HOLDING CORP
 April 21, 2023 Page 2
 FirstName LastName
John Kutch
ALLIANCE ENTERTAINMENT HOLDING CORP
April 21, 2023
Page 2
2.Please refer to the Second Prospectus cover page.  Please disclose the exercise price of the
warrants compared to the market price of the underlying security.  If the warrants are out
the money, please disclose the likelihood that warrant holders will not exercise their
warrants.  Provide similar disclosure in the prospectus summary, risk factors, MD&A and
use of proceeds sections and disclose that cash proceeds associated with the exercises of
the warrants are dependent on the stock price.  As applicable, describe the impact on your
liquidity and update the discussion on the ability of your company to fund your operations
on a prospective basis with your current cash on hand.
3.Please refer to the Second Prospectus cover page.  We note that the shares being
registered for resale will constitute a considerable percentage of your public float.  We
also note that some of the shares being registered for resale were purchased by the Selling
Securityholders for prices considerably below the current market price of your Class A
common stock.  Please highlight the significant negative impact sales of shares on this
registration statement could have on the public trading price of the Class A common
stock.
Risk Factors, page 12
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.  Also disclose that even though the current trading
price is at or significantly below the SPAC IPO price, the private investors or Selling
Securityholders have an incentive to sell because they will still profit on sales because of
the lower price that they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
53
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
Liquidity and Capital Resources, page 65
6.In light of the unlikelihood that the company will receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Class A common stock, expand your
discussion of capital resources to address any changes in the company’s liquidity position
since the business combination.  If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.

 FirstName LastNameJohn Kutch
 Comapany NameALLIANCE ENTERTAINMENT HOLDING CORP
 April 21, 2023 Page 3
 FirstName LastName
John Kutch
ALLIANCE ENTERTAINMENT HOLDING CORP
April 21, 2023
Page 3
General
7.Please refer to the Second Prospectus cover page.  We note that your Class A common
stock and Warrants are currently quoted on the OTC Pink marketplace.  Please note that
an at-the-market resale offering under Rule 415 is not available for registrants quoted on
the OTC Pink marketplace.  To sell securities at market prices, we require an existing
trading market for those securities, and we do not consider the OTC Pink Marketplace to
be such a market for the purposes of satisfying Item 501(b)(3) of Regulation S-
K.  Accordingly, please revise to clarify that the Selling Securityholders will sell at a fixed
price until your securities are listed or quoted on an existing public trading market, such as
the OTCQB, OTCQX or OTCBB, and thereafter at prevailing market prices or privately
negotiated prices.  Please also disclose the fixed price.  Lastly, please revise to
clarify whether obtaining a listing or quotation on an existing public trading market is a
condition to the resale offering. In this regard, we note that the Public Offering Prospectus
cover page discloses that Nasdaq listing of your Class A common stock and Warrants is a
condition to the public offering.
8.Revise your Second Prospectus to disclose the price that each Selling Securityholder paid
for the securities being registered for resale.  Highlight any differences in the current
trading price, the prices that the Selling Securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose that while the Selling Securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price.  Please also disclose the potential profit the Selling
Securityholders will earn based on the current trading price.  Lastly, please include
appropriate risk factor disclosure.
9.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. A non-exclusive example of an
area where disclosure should be updated is as follows:
•You state on page 105 that "future" sales of your Class A common stock could
"adversely affect the market price of our Class A common stock prevailing from time
to time."  Please update this statement as well as your risk factor disclosure given that
this registration statement is facilitating those sales.

 FirstName LastNameJohn Kutch
 Comapany NameALLIANCE ENTERTAINMENT HOLDING CORP
 April 21, 2023 Page 4
 FirstName LastName
John Kutch
ALLIANCE ENTERTAINMENT HOLDING CORP
April 21, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Rucha Pandit at (202) 551-6022 or Donald Field at (202) 551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brad Shiffman

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ADARA ACQUISITION CORP.

211 East Blvd.

Charlotte, NC 28203

December 8, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Adara Acquisition Corp.

    Registration Statement on Form S-4, as amended

    File No. 333-266098

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, Adara Acquisition Corp. (the “Registrant”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-4 (File No. 333-266098), as amended (the “Registration Statement”), so that it may become effective
at 4:30 p.m., Eastern time, on December 12, 2022, or as soon thereafter as practicable.

[The remainder of this page is intentionally
left blank.]

Very truly yours,

                ADARA ACQUISITION CORP.

By:
/s/ Thomas Finke

Name: Thomas Finke

                                   Title: Chief Executive Officer

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1271 Avenue of the Americas |New
York, NY 10020

blankrome.com

    Phone:
    (212) 885-5000

    Fax:
    (917) 332-3057

    Email:
    brad.shiffman@blankrome.com

November 30, 2022

VIA EDGAR AND OVERNIGHT DELIVERY

Scott Anderegg

Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Adara Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed November 8, 2022

    File No. 333-266098

Dear Mr. Anderegg and Ms. Peyser,

On behalf of our client,
Adara Acquisition Corp., a Delaware corporation (the “Company”), and pursuant to the applicable provisions
of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities
and Exchange Commission (the “Commission”) a complete copy of Amendment No. 4 (“Amendment
No. 4”) to the Registration Statement on Form S-4 of the Company filed with the Commission on July 12, 2022
(File No. 333-266098) (the “Registration Statement”).

Amendment No. 4 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Finke, the Company’s Chief Executive
Officer, dated November 29, 2022, from the staff of the Commission (the “Staff”) and other updated information.
For your convenience, we are also providing copies of Amendment No. 4, marked to show changes against Amendment No. 3 to the
Registration Statement filed with the Commission on November 23, 2022, in the traditional non-EDGAR format to you.

The numbered paragraphs in
italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

Form S-4 Amendment No. 2 filed November 8,
2022

Certain U.S. Federal Income Tax Considerations
of the Redemption and the Business

Combination, page 38

 1. We note your response to comment 2.
                                            Exhibit 8.1 states that the discussion in the Certain U.S. Federal Income Tax Considerations
                                            of the Redemption and the Business Combination section “is accurate in all material
                                            respects as of the date hereof.” As requested, please have counsel revise Exhibit 8.1
                                            to state that the disclosure in such section of the prospectus is counsel’s opinion.
                                            Refer to Staff Legal Bulletin No. 19, III.B.2 for additional guidance.

Response: The Company respectfully
notes the Staff’s comment and has revised the Exhibit 8.1 opinion accordingly.

November 30, 2022

Page 2

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Liquidity and Capital Resources

Cash Flow, page 180

 2. Refer to your revised disclosure in
                                            response to comment 4 regarding the decrease in cash flow for fiscal 2022 due to the increase
                                            in inventory resulting in a higher inventory balance at June 30, 2022. You state this
                                            was due to pre-holiday investments of $134 million made in the first quarter of calendar
                                            year 2021. This period correlates to your third quarter of fiscal 2021. However, it does
                                            not appear the inventory balance at your fiscal year ended period of June 30, 2021 reflects
                                            this investment. Please clarify the fiscal periods impacted by this pre-holiday inventory
                                            investment.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure under the caption “Liquidity
and Capital Resources” on page 184 of the prospectus to reflect the following clarifications:

 • The
                                            $134 million “investment” was a commitment by way of purchase orders. The product
                                            did not ship prior to June 30, 2021, and, consequently, the value was not included in
                                            the fiscal year ended June 30, 2021.

 • The
                                            pre-holiday commitment in inventory was paid for, shipped and received in fiscal year 2022
                                            and impacted the financials for fiscal year 2022.

General

 3. Please disclose the three Alliance
                                            Stockholders who will receive the Class E common stock.

    Response: The Company respectfully notes the Staff’s
                              comment and has identified the Alliance Stockholders, each of whom will receive the Class E common
                              stock, on page 2 and elsewhere in the prospectus.

~ ~ ~

November 30, 2022

Page 3

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
do not hesitate to contact me at (212) 885-5442 or my colleague, Peter Melampy at (212) 885-5372 with any questions or further comments
you may have regarding this filing or if you wish to discuss the above.

   Sincerely,

    /s/
                                            Brad L. Shiffman

    Brad L. Shiffman

United States securities and exchange commission logo
November 29, 2022
Thomas Finke
Chief Executive Officer
Adara Acquisition Corp.
211 East Blvd.
Charlotte, NC 28203
Re:Adara Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 8, 2022
File No. 333-266098
Dear Thomas Finke:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2022 letter.
Form S-4 Amendment No. 2 filed November 8, 2022
Certain U.S. Federal Income Tax Considerations of the Redemption and the Business
Combination, page 38
1.We note your response to comment 2.  Exhibit 8.1 states that the discussion in the Certain
U.S. Federal Income Tax Considerations of the Redemption and the Business
Combination section "is accurate in all material respects as of the date hereof."  As
requested, please have counsel revise Exhibit 8.1 to state that the disclosure in such
section of the prospectus is counsel's opinion.  Refer to Staff Legal Bulletin No. 19,
III.B.2 for additional guidance.

 FirstName LastNameThomas Finke
 Comapany NameAdara Acquisition Corp.
 November 29, 2022 Page 2
 FirstName LastName
Thomas Finke
Adara Acquisition Corp.
November 29, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash Flow, page 180
2.Refer to your revised disclosure in response to comment 4 regarding the decrease in cash
flow for fiscal 2022 due to the increase in inventory resulting in a higher inventory
balance at June 30, 2022.  You state this was due to pre-holiday investments of $134
million made in the first quarter of calendar year 2021.  This period correlates to your
third quarter of fiscal 2021.  However, it does not appear the inventory balance at your
fiscal year ended period of June 30, 2021 reflects this investment.  Please clarify the fiscal
periods impacted by this pre-holiday inventory investment.
General
3.Please disclose the three Alliance Stockholders who will receive the Class E common
stock.
            You may contact Nasreen Mohammed at 202-551-3773 or Doug Jones at 202-551- 3309
if you have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

1271 Avenue of the
Americas | New York, NY 10020

blankrome.com

    Phone:
    (212) 885-5000

    Fax:
    (917) 332-3057

    Email:
    brad.shiffman@blankrome.com

November 8, 2022

VIA EDGAR AND OVERNIGHT DELIVERY

Scott Anderegg

Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Adara Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed October 18, 2022

File No. 333-266098

Dear Mr. Anderegg and Ms. Peyser,

On behalf of our client, Adara
Acquisition Corp., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the
Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and
Exchange Commission (the “Commission”) a complete copy of Amendment No. 2 (“Amendment No. 2”)
to the Registration Statement on Form S-4 of the Company filed with the Commission on July 12, 2022 (File No. 333-266098)
(the “Registration Statement”).

Amendment No. 2 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Finke, the Company’s Chief Executive
Officer, dated November 3, 2022, from the staff of the Commission (the “Staff”) and other updated information.
For your convenience, we are also providing copies of Amendment No. 2, marked to show changes against Amendment No. 1 to the
Registration Statement filed with the Commission on October 18, 2022, in the traditional non-EDGAR format to you.

The numbered paragraphs in
italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

November 8, 2022

Page 2

Form S-4/A filed October 18, 2022

Unaudited Pro Forma Condensed Combined Financial
Information

Pro Forma Notes

Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information

Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations, page 95

 1. In regard to adjustment 2.e, please explain to us the basis for reclassifying the public warrants to
permanent equity. We note there is no adjustment to warrant liabilities on the balance sheet regarding this reclassification. Additionally,
explain to us your treatment of public warrants reclassified to permanent equity for dilutive earnings per share purposes in periods in
which pro forma net income is presented.

Response:

Background

To determine the classification of the Public Warrants (Warrants) as
liabilities or equity, management considered guidance in the following ASC Subtopics and paragraphs:

 · ASC 480-10

 · ASC 815-40

Management also considered whether the Warrants would fall under the
scope of ASC 718. Since the Warrants were not issued as consideration for goods or services to be used by the Warrant holders, we do not
believe the guidance in ASC 718 is applicable.

Accounting Prior to the Business Combination (Prior to de-SPAC transaction)

Prior to the business combination, the Public Warrants were classified
as liabilities because they included a provision that allowed the Warrant holders to receive cash in the event of a tender or exchange
offer involving the Class A common stock underlying the Public Warrants. The Company has both Class A and Class B common stock, each of
which exercises voting rights over the Company. The Class B common stock would control the Company and continue to have control regardless
of the number of Class A shareholders involved in a tender or exchange offer. Since all of the Public Warrants could be cash settled upon
an event outside the Company’s control, and because such events would not result in a change in control, application of the limited
exception in ASC 815-40-55-3 was not permitted and therefore equity classification of the Warrants was precluded.

Subsequent to the business combination, the Class B common stock will
no longer be outstanding.

November 8, 2022

Page 3

Accounting Discussion Upon Closing of Business Combination (de-SPAC
transaction)

ASC 480

ASC 480, Distinguishing Liabilities from Equity, requires warrants
to be classified as liabilities for the following two scenarios:

 1) (ASC 480-10-25-8) The instrument embodies an obligation to repurchase the Company’s shares (or is indexed to such an obligation)
that requires or may require the use of cash or other assets

 2) (ASC 480-10-25-14) The instrument embodies an obligation that the Company must or may settle by issuing a variable number of the Company’s
shares and the obligation is based solely or predominantly on any of the following:

 a. A fixed monetary amount

 b. Variations in variables other than the fair value of the Company’s stock

 c. Variations inversely related to the fair value of the Company’s stock

After the Merger, the Warrant holders will, upon exercise, receive
shares of Class A common stock. These shares are not redeemable shares. The Warrants are also not puttable by the holders. With respect
to the Company’s ability to repurchase Warrants at $0.01 per Warrant, the right is solely at the Company’s discretion, thus
it does not embody an obligation to do so. Further the Warrant holders do not control the Company, thus they do not control the decision
to exercise such repurchase feature. It should be noted that the redemption feature is not a substantive redemption but rather economically
a cap on the intrinsic value of the instrument by inducing the holder to exercise. As previously discussed, the shares issuable upon exercise
of the Warrants are not redeemable. Thus, the Warrants are not indexed to an obligation to repurchase shares after the Merger.

With regard to the second requirement in ASC 480 on equity-linked financial
instruments (ASC 480-10-25-14), the Warrant is settleable using a fixed number of shares.

Because the Warrant does not meet either of the criteria in ASC 480
noted above, the Warrant is not in the scope of ASC 480.

ASC 815-40

As a next step, the Company considered whether the Warrants would be
classified as derivative liabilities pursuant to ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. The
Company concluded the Public Warrants and the Private Warrants both meet the definition of a derivative.

ASC 815 contains scope exceptions from derivative accounting for certain
contracts that meet the definition of a derivative. One of the scope exceptions is in ASC 815-10-15-74(a), which provides that a contract
should not be accounted for as a derivative instrument under ASC 815 if it is (1) indexed to its own stock (ASC 815-40-15) and (2) classified
in stockholders’ equity in its statement of financial position (ASC 815-40-25).

The Company first considered the Exercise Contingency criterion in
ASC 815-40-15-7A. Four potential exercise contingencies were identified, and none of these exercise contingencies were based on a market
other than the market for the issuer’s stock or an observable index other than one related to the issuer’s operations.

The Company then considered the Settlement Amount criterion in ASC 815-40-15-7C. The Warrants included only standard anti-dilution adjustments that did not preclude indexation to the Company’s own stock.

The Private Placement Warrants included a provision whereby the warrant
settlement amount could vary depending “upon the characteristics of the holder of the warrant.” Specifically, the terms of
the Warrant Agreement provide for differences in the mechanics of a cashless exercise depending on whether the Private Placement Warrants
are held by the initial SPAC stockholders (or their permitted transferees) or someone else. Since this is not an input into the pricing
of a fixed-for-fixed option on equity shares, the Company concluded the Private Placement Warrants are not indexed to the Company’s
stock and therefore should be classified as a liability. However, the Public Warrants did not contain this provision.

All of the provisions affecting the settlement of the Public Warrants
were determined to be inputs to the pricing of a fixed-for-fixed option on equity shares, and thus the Public Warrants met the Settlement
Amount criterion.

The Company considered the criteria under ASC 815-40-25 to determine
whether an equity contract should be classified in equity. The Company specifically considered the requirements of ASC 815-40-25-7 through
25-9 and 25-10(a) through 25-10(g). All of these criteria were met. While the Company will have two classes of stock following the Business
Combination (Class A and E) the Class E common stock will be required to vote in proportion to the Class A common stock and in the same
manner. Thus, in substance the Company will only have one class of common stock outstanding, and the scenario outlined prior to the business
combination (a tender offer could occur for 50.1 percent of the issued and outstanding shares of Class A common stock without a change
in control) is not possible. Consequently, this did not prevent equity classification.

Since the requirements of ASC 815-40-15 and ASC 815-40-25 were met,
the Company concluded the Public Warrants should be classified as equity post business combination.

The Company has updated the pro forma balance sheet to reflect a transaction
adjustment for the reclassification of the Public Warrants to permanent equity as of June 30, 2022. The Public Warrants that were reclassified
to permanent equity were excluded from dilutive earnings per share because the exercise price has always exceeded the fair value of the
underlying common stock, and therefore they would be anti-dilutive.

November 8, 2022

Page 4

Certain U.S. Federal Income Tax Considerations
of the Redemption and the Business Combination, page 133

 2. We note your response to comment 22. As it appears that counsel is providing a short-form tax opinion,
please revise this section of the prospectus to state that the disclosure is the opinion of named counsel. Similarly, counsel should revise
Exhibit 8.1 to state that the disclosure in this section of the prospectus constitutes the opinion of named counsel. It appears that
counsel cannot opine whether the transaction will qualify as a “reorganization” under Section 368(a) of the Code;
counsel may issue a “should” or “more likely than not” opinion, disclose why it cannot give a “will”
opinion, describe the degree of uncertainty in the opinion, and provide relevant risk factor disclosure. Refer to Staff Legal Bulletin
No. 19 for additional guidance.

Response:
The Company respectfully notes the Staff’s comment and has added the requested disclosure under the caption “Certain
U.S. Federal Income Tax Considerations of the Redemption and the Business Combination” on page 139 of the prospectus,
has revised the tax opinion filed as Exhibit 8.1 accordingly, and has added a risk factor under the caption “Risk Factors
 — Risks Related to Adara” on pages 77-78 of the prospectus with respect to degree of uncertainty in the tax opinion.

Alliance Management’s Discussion and Analysis of Financial
Condition and Results of Operations Costs of Revenues, page 170

 3. Your disclosure indicates marketing development funds (“MDF”) affect the gross margin percentage.
Please expand your disclosure to further detail how MDF is determined and the reason for the cited reduced amounts in each affected periods.
You also mention slow moving inventory may affect the gross margin percentage. Discuss if this had a material impact in any period presented,
and if so, disclose the magnitude.

Response: The
Company respectfully notes the Staff’s comment and has added the requested disclosure under the caption “Alliance
Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 177 and 179 of the
prospectus. While slow moving inventory may affect the Company’s future gross
margins, additional reserves were not required and therefore, slow moving inventory did not have a material impact on any of the periods
presented.

November 8, 2022

Page 5

Liquidity and Capital Resources

Cash Flow, page 174

 4. You disclose higher inventory was primarily the result of pre-holiday investments that was affected
by the indicated supply chain issues. You say the combination of the delays that caused you to miss the prime holiday selling season and
associated increased freight costs resulting in price increases that likely slowed sales caused the increase in inventory at June 30,
2022. Given the interval of time between when the pre-holiday investments in inventory were made and the balance of inventory at June 30,
2022, please explain to us and disclose as appropriate your evaluation of excess and obsolete inventory during this period and the determination
of the net realizable value of the inventory at June 30, 2022. Disclose any additional costs incurred to hold and manage the increased
amount of inventory, and whether you undertook any liquidation of inventory during this interval of time as part of your disclosed ongoing
assessment of inventory. Also, tell us when the pre-holiday inventory investments were made.

Response:
The Company respectfully notes the Staff’s comment and has added the requested disclosure under the caption “Alliance
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”
on page 181 of the prospectus.

Critical Accounting Policies and Estimates

Inventory and Returns Reserve, page 175

 5. You disclose pre-holiday investments in gaming arcades that were delayed in transit resulted in missed
sales opportunities and the increased inventory balance at June 30, 2022. Please expand your disclosures for the specific assumptions
and estimates used to calculate net realizable value for inventory. These disclosures should clearly explain (a) what the critical
estimate is; (b) the uncertainties associated with the critical estimate; (c) the methods and assumptions used to make the critical
estimate, including an explanation as to how you arrived at the assumptions used; (d) the events or transactions that could materially
impact the assumptions made; and (e) how reasonably likely changes to those assumptions could impact your consolidated financial
statements. Refer to Item 303(b)(3) of Regulation S-K and related instruction 3 of instructions to paragraph (b) regarding critical
accounting estimates and ASC 330-10-50-6 regarding disclosure in the notes to the financial statements.

Response: The
Company respectfully notes the Staff’s comment and has added the requested disclosure under the caption “Alliance
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and
Estimates” on page 182 of the prospectus. Management reviewed ASC 330-10-50-6 and concluded that it was not reasonably
possible as of June 30, 2022 that there would be any material loss related to any excess or obsolete inventory in the future and
therefore no additional disclosures were required in the notes to the consolidated financial statements.

Alliance Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures about Market Risk

Inflation Risk, page 176

 6. We note your response to comment 15. If material, please revise to quantify the impact of inflation
on your business during the fiscal year ended June 30, 2022.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure under the caption “Alliance
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures
about Market Risk” on page 184 of the prospectus accordingly.

General

 7. Please tell us how the Class E common stock will be issued to

United States securities and exchange commission logo
November 3, 2022
Thomas Finke
Chief Executive Officer
Adara Acquisition Corp.
211 East Blvd.
Charlotte, NC 28203
Re:Adara Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 18, 2022
File No. 333-266098
Dear Thomas Finke:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Form S-4/A filed October 18, 2022
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Notes
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 95
1.In regard to adjustment 2.e, please explain to us the basis for reclassifying the public
warrants to permanent equity.  We note there is no adjustment to warrant liabilities on the
balance sheet regarding this reclassification.  Additionally, explain to us your treatment of
public warrants reclassified to permanent equity for dilutive earnings per share purposes
in periods in which pro forma net income is presented.

 FirstName LastNameThomas Finke
 Comapany NameAdara Acquisition Corp.
 November 3, 2022 Page 2
 FirstName LastNameThomas Finke
Adara Acquisition Corp.
November 3, 2022
Page 2
Certain U.S. Federal Income Tax Considerations of the Redemption and the Business
Combination, page 133
2.We note your response to comment 22.  As it appears that counsel is providing a short-
form tax opinion, please revise this section of the prospectus to state that the disclosure is
the opinion of named counsel.  Similarly, counsel should revise Exhibit 8.1 to state that
the disclosure in this section of the prospectus constitutes the opinion of named counsel.
It appears that counsel cannot opine whether the transaction will qualify as a
"reorganization" under Section 368(a) of the Code; counsel may issue a "should" or "more
likely than not" opinion, disclose why it cannot give a "will" opinion, describe the degree
of uncertainty in the opinion, and provide relevant risk factor disclosure.  Refer to Staff
Legal Bulletin No. 19 for additional guidance.
Alliance Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cost of Revenues, page 170
3.Your disclosure indicates marketing development funds ("MDF") affect the gross margin
percentage.  Please expand your disclosure to further detail how MDF is determined and
the reason for the cited reduced amounts in each affected periods.  You also mention slow
moving inventory may affect the gross margin percentage.  Discuss if this had a material
impact in any period presented, and if so, disclose the magnitude.
Liquidity and Capital Resources
Cash Flow, page 174
4.You disclose higher inventory was primarily the result of pre-holiday investments that
was affected by the indicated supply chain issues.  You say the combination of the delays
that caused you to miss the prime holiday selling season and associated increased freight
costs resulting in price increases that likely slowed sales caused the increase in
inventory at June 30, 2022.  Given the interval of time between when the pre-
holiday investments in inventory were made and the balance of inventory at June 30,
2022, please explain to us and disclose as appropriate your evaluation of excess and
obsolete inventory during this period and the determination of the net realizable value of
the inventory at June 30, 2022.  Disclose any additional costs incurred to hold and manage
the increased amount of inventory, and whether you undertook any liquidation of
inventory during this interval of time as part of your disclosed ongoing assessment of
inventory.  Also, tell us when the pre-holiday inventory investments were made.

Critical Accounting Policies and Estimates
Inventory and Returns Reserve, page 175
5.You disclose pre-holiday investments in gaming arcades that were delayed in transit

 FirstName LastNameThomas Finke
 Comapany NameAdara Acquisition Corp.
 November 3, 2022 Page 3
 FirstName LastName
Thomas Finke
Adara Acquisition Corp.
November 3, 2022
Page 3
resulted in missed sales opportunities and the increased inventory balance at June 30,
2022.  Please expand your disclosures for the specific assumptions and estimates used to
calculate net realizable value for inventory.  These disclosures should clearly explain (a)
what the critical estimate is; (b) the uncertainties associated with the critical estimate; (c)
the methods and assumptions used to make the critical estimate, including an explanation
as to how you arrived at the assumptions used; (d) the events or transactions that could
materially impact the assumptions made; and (e) how reasonably likely changes to those
assumptions could impact your consolidated financial statements.  Refer to Item 303(b)(3)
of Regulation S-K and related instruction 3 of instructions to paragraph (b) regarding
critical accounting estimates and ASC 330-10-50-6 regarding disclosure in the notes to the
financial statements.

Alliance Management's Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures about Market Risk
Inflation Risk, page 176
6.We note your response to comment 15.  If material, please revise to quantify the impact of
inflation on your business during the fiscal year ended June 30, 2022.
General
7.Please tell us how the Class E common stock will be issued to Alliance stockholders
(e.g., in a registered offering or otherwise).
            You may contact Nasreen Mohammed at 202-551-3773 or Doug Jones at 202-551-
3309 if you have questions regarding comments on the financial statements and related
matters.  Please contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

1271 Avenue of the
Americas | New York, NY 10020

blankrome.com

    Phone:
    (212) 885-5000

    Fax:
    (917) 332-3057

    Email:
    brad.shiffman@blankrome.com

October 17, 2022

VIA EDGAR AND OVERNIGHT DELIVERY

Scott Anderegg

Lilyanna Peyser

Division of Corporation Finance

Office of Trade & Services

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Adara Acquisition Corp.

Registration Statement on Form S-4

Filed July 12, 2022

File No. 333-266098

Dear Mr. Anderegg and Ms. Peyser,

On behalf of our client, Adara
Acquisition Corp., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the
Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and
Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”)
to the above-captioned Registration Statement on Form S-4 of the Company filed with the Commission on July 12, 2022 (collectively,
the “Registration Statement”).

Amendment No. 1 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Finke, the Company’s Chief Executive
Officer, dated August 10, 2022, from the staff of the Commission (the “Staff”) and other updated information.
For your convenience, we are also providing copies of Amendment No. 1, marked to show changes against the Registration Statement,
in the traditional non-EDGAR format to you.

The numbered paragraphs in
italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

October 17, 2022

Page 2

Form S-4 filed July 12, 2022

Dear Stockholder Letter, page i

 1. Here and elsewhere where you state the percentage of the post-Business Combination company that various
holders will hold assuming no redemptions, please include the percentages assuming maximum redemptions.

Response:
The Company respectfully notes the Staff’s comment, and the disclosure on page i of Amendment No. 1 and under
the caption “Risks Related to the Combined Company — Concentration of ownership among the Combined Company’s executive
officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.” on page 62
of Amendment No. 1 has been so clarified.

Q. What Interests do the Adara Initial Stockholders
and their affiliates have at risk if the Business Combination is not completed?, page 17

 2. We note your disclosure concerning fees that your Initial Stockholders, directors and officers and
their affiliates will receive, and presently the actual figures are blank. Please ensure that the figures you will disclose will represent
the aggregate value of all payments and reimbursements, including amounts due to the sponsor, officers and directors, and their affiliates
under the terms of the agreements.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure under the caption “Questions and Answers
About the Business Combination — What interests do the Adara Initial Stockholders and their affiliates have at risk if the Business
Combination is not completed?” on pages 17-18 of Amendment No. 1 to clarify the payments and reimbursements to
be received by such persons. The Company confirms that the figures to be provided following the record date will represent the value of
the securities held by such persons on the record date and the value of all such payments and reimbursements.

 3. We note that ThinkEquity performed additional services after the IPO, and part of the IPO underwriting
fee was deferred and conditioned on completion of a business combination. Please quantify the aggregate fees paid and payable to ThinkEquity
for all services provided, and clarify which fees are contingent on completion of the business combination.

Response: The
Company respectfully notes the Staff’s comment, and the disclosure under the captions “Questions and Answers About
the Business Combination — What interests do the Adara Initial Stockholders and their affiliates have at risk if the Business
Combination is not completed?” on pages 17-18 of Amendment No. 1, “Proposal No. 1 — The
Business Combination Proposal — Background of the Business Combination” on pages 108-109 of Amendment
No. 1 and “Proposal No. 1 — The Business Combination Proposal — Opinion of Financial Advisor to the
Adara Board of Directors — Summary of Financial Analyses — Discounted Cash Flow Analysis for Alliance” on
page 118 of Amendment No. 1 has been so clarified.

Unaudited Pro
Forma Condensed Combined Financial Information, page 84

 4. You state the fair value of the Class E stock is estimated at $264 million. Please expand footnote
1(g) to clarify how the entire estimated fair value of the Class E stock is being accounted for in the pro forma financial statements
and the basis for your treatment. Also, disclose the key assumptions used to compute the fair value.

Response: We
have expanded footnote 1(g) to include the key assumptions used to compute the fair value. Additionally, management acknowledges that US GAAP
does not specifically address the accounting for dividends that exceed retained earnings, and that there is diversity in practice. Therefore,
management has elected an accounting policy to not reduce retained earnings below $0, and to reduce APIC for the excess amount.

October 17, 2022

Page 3

 5. Please expand your disclosure to state what the $4,065,000 under the Minimum Redemption Scenario for
amounts paid related to retaining Public Shareholder funds in the merged entity represents, who it is paid to, how the amount is determined
and if the amount may vary.

Response:
We have expanded our disclosure related to the $4,065,000 under the Minimum Redemption Scenario to include the following:

The $4,065,000 costs, assuming Minimum
Redemption Scenario, relate to fees that are paid to the Underwriter calculated as 3.5% of the funds in the Trust Account which are not
redeemed by Adara Class A common stockholders. The final amount will be between $0 and $4,065,000 depending on how many shares are
redeemed.

October 17, 2022

Page 4

Background of
the Business Combination, page 100

 6. We note that in late September 2021, you began a dialogue with Messrs. Ogilvie and Walker.
Please revise to provide more details concerning this dialogue. Please describe the dates of phone calls or meetings and who attended
the meetings, including whether the parties’ financial or legal advisors attended. If the conversations concerned items that became
deal points, for example an estimate of the deal size, include that information, as well.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosures under the caption “Proposal
No. 1 — The Business Combination Proposal — Background of the Business Combination” on pages 105-106
of Amendment No. 1 accordingly.

 7. We note that on October 5, 2021, Loeb & Loeb forwarded to ThinkEquity and Adara an investor
presentation. Please revise to state who prepared the investor presentation.

Response: The
Company respectfully notes the Staff’s comment, and the requested disclosure has been added under the caption
 “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination” on page
106 of Amendment No. 1.

 8. We note that you were considering other potential targets. Please augment your disclosure to discuss
the number, nature and businesses of the other targets you considered, the extent of the negotiations with such targets (including, for
example, whether you signed non-disclosure agreements with or conducted due diligence regarding such targets), and the reasons you chose
to cease considering them.

Response:
The Company respectfully notes the Staff’s comment, and the requested disclosure has been added under the caption “Proposal
No. 1 — The Business Combination Proposal — Background of the Business Combination” on page 105
of Amendment No. 1.

 9. We note your disclosure, “On October 12, 2021, Mr. Finke and certain members of Adara’s
board of directors participated in an initial call to discuss a possible transaction, including valuation expectations and general financial
position.” In this disclosure and throughout your discussion of the background of the business combination, please detail the names
and roles of the persons who attended meetings, and provide details of the matters discussed, document drafts that were exchanged and
agreements made. Please review your background disclosures and revise accordingly.

Response:
The Company respectfully notes the Staff’s comment, and the requested disclosure has been added under the caption “Proposal
No. 1 — The Business Combination Proposal — Background of the Business Combination” on pages 105-107
of Amendment No. 1.

Alliance Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 162

 10. While you discuss certain factors to which changes in Net Revenues are attributable, you do not quantify
all of these factors nor analyze the underlying business reasons for the changes. Please ensure all material factors disclosed are quantified
and analyzed (for example, describe the drivers of revenue in product categories that experienced significant change, including decreases
in any categories and any associated trends). In addition, quantify the effects of changes in both price and volume on revenues categories,
where appropriate, for each period presented. In this regard, we note disclosure elsewhere in the filing that states you have increased
prices. Refer to Item 303(a) and (b)(2)(ii) and (iii) of Regulation S-K, SEC Release 33-8350 and 501.04 of the staff’s
Codification of Financial Reporting Policies.

Response:
We have reviewed Item 303(a) and (b)(2)(ii) and (iii) of Regulation S-K, SEC Release 33-8350 and 501.04
of the Staffs Codification of Financial Reporting Policies and made various modifications to the Management’s Discussion and Analysis
to explain more material factors for changes in revenues and expenses, including price changes, volume changes, etc.

October 17, 2022

Page 5

 11. In the nine months ended March 31, 2022 compared to nine months ended March 31, 2021, you
discuss the fiscal year ended June 30, 2022 vinyl and gaming revenue compared to the prior year. Please revise to only include comparison
amounts specific to the respective periods presented.

Response:
The Company has removed the comparison of the nine months ended March 31, 2022 to the nine months ended March 31, 2021 because
we now have audited financial statements for the year ended June 30, 2022 available. In our updated MD&A, we have only disclosed
information about the specific periods being analyzed.

 12. For cost of revenues for the nine months ended analysis, it appears you attribute the decrease in customer
returns to the aspect that vinyl and gaming are sold as non-returnable product. Given this aspect appears to have been in effect in both
periods, please clarify how it contributed to the decrease.

Response:
The Company has replaced the discussions of Cost of Revenues for the nine months ended March 31, 2022 and 2021 with
a discussion for the years ended June 30, 2022 and 2021. The current discussion now focuses on the impact of reduced supplier marketing
development funds because the impact of changes in returns was not material.

 13. In both the annual and interim period analyses you cite pressure on the availability and cost of warehouse
labor in regard to distribution and fulfillment expense. Please expand your disclosure to describe the cause(s) of the pressure,
the effect of that pressure on amounts reported and the prospect of the continuing effect.

Response:
We have expanded the analyses for both the year ended June 30, 2022 vs. the year ended June 30, 2021 and the
year ended June 30, 2021 vs. the year ended June 30, 2020 to more completely describe the causes of the pressure on the availability
and cost of warehouse labor in regard to distribution and fulfillment expenses as well as the effect of that pressure on amounts reported
and the possibility of the adverse effects continuing in the future. We have also disclosed what we are doing to minimize the impact of
the warehouse labor issue.

 14. In cost of revenues analysis for the annual periods, you state total cost of revenues was negatively
impacted by increasing your product mix to more gaming and a 33% decline in vendor funded MDF due to high product demand. Please expand
your disclosure to discuss why gaming negatively impacted the level of total cost of revenues relative to your other product categories.
Also, explain the relationship between the level of product demand and the amount and trend of MDF you recognize and why.

Response:
We have expanded our discussion to include the primary reasons and differences in how suppliers use MDF in the gaming industry
versus our legacy movie and music product lines and how it may impact the cost of goods sold. In addition, we explained why the distributor
bears the risk of slow moving products and potential impact on future periods.

 15. Please disclose any known trends or uncertainties that have had or are reasonably likely to have a
material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising
from, related to, or caused by inflation.

Response:
We have reviewed and updated our discussion on how we believe inflation is currently impacting our operations, which is
primarily related to freight and labor costs. We have also disclosed that we believe that continued inflationary pressure could deter
consumer spending and therefore adversely affect our revenues as well.

October 17, 2022

Page 6

Liquidity and Capital Resources

Cash Flow, page 170

 16. Your analysis about operating activities appears to focus on how the amount was derived for each respective
period rather than a period to period comparative analysis. Please revise to include a quantitative and qualitative discussion of the
material factors causing a material variance between comparative periods. Refer to Item 303(b) and (c) of Regulation S-K and
IV.B of Release No. 33-8350 for guidance.

Response:
We have reviewed Item 303(b) and (c) of Regulation S-K and IV.B Release 33-8350, and have revised our Liquidity
and Capital Resources analysis to include a more quantitative discussion of material differences between the comparative periods.

 17. You state supply chain issues due to Covid-related disruptions especially cargo from the Pacific contributed
to the cash used by operating activities for the nine months ended March 2022. Please discuss in further detail the supply issues
experienced and why they lead to higher inventory. In particular, relate how and why these issues were especially specific to cargo from
the Pacific. Also discuss the prospect and duration of these issues continuing and any resultant negative or materially reduced level
of operating cash flows and/or operations expected, as well as whether these disruptions materially affect your outlook or business goals.
Further, provide further discussion regarding any mitigation efforts undertaken or that you intend to undertake and, if material, quantify
the impact of such actions and discuss known trends or uncertainties resulting from such actions.

Response:
We have expanded and clarified our discussion on why the supply chain disruptions were directly related to the Pacific and the impact
on increased inventory values. In addition, we revised our disclosure to include an explanation and duration of the impact and our outlook
going forward, our inventory position, and our ability to meet consumer demand for the balance of the f

United States securities and exchange commission logo
August 10, 2022
Thomas Finke
Chief Executive Officer
Adara Acquisition Corp.
211 East Blvd.
Charlotte, NC 28203
Re:Adara Acquisition Corp.
Registration Statement on Form S-4
Filed July 12, 2022
File No. 333-266098
Dear Mr. Finke:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed July 12, 2022
Dear Stockholder Letter, page i
1.Here and elsewhere where you state the percentage of the post-Business Combination
company that various holders will hold assuming no redemptions, please include the
percentages assuming maximum redemptions.
Q. What Interest do the Adara Initial Stockholders and their affiliates have at risk if the business
Combination is not completed?, page 17
2.We note your disclosure concerning fees that your Initial Stockholders, directors and
officers and their affiliates will receive, and presently the actual figures are blank.  Please

 FirstName LastNameThomas Finke
 Comapany NameAdara Acquisition Corp.
 August 10, 2022 Page 2
 FirstName LastNameThomas Finke
Adara Acquisition Corp.
August 10, 2022
Page 2
ensure that the figures you will disclose will represent the aggregate value of all payments
and reimbursements, including amounts due to the sponsor, officers and directors, and
their affiliates under the terms of the agreements.
3.We note that ThinkEquity performed additional services after the IPO, and part of the IPO
underwriting fee was deferred and conditioned on completion of a business  combination.
Please quantify the aggregate fees paid and payable to ThinkEquity for all services
provided, and clarify which fees are contingent on completion of the business
combination.
Unaudited Pro Forma Condensed Combined Financial Information, page 84
4.You state the fair value of the Class E stock is estimated at $264 million.  Please expand
footnote 1(g) to clarify how the entire estimated fair value of the Class E stock is being
accounted for in the pro forma financial statements and the basis for your treatment.  Also,
disclose the key assumptions used to compute the fair value.
5.Please expand your disclosure to state what the $4,065,000 under the Minimum
Redemption Scenario for amounts paid related to retaining Public Shareholder funds in
the merged entity represents, who it is paid to, how the amount is determined and if the
amount may vary.
Background of the Business Combination, page 100
6.We note that in late September 2021, you began a dialogue with Messrs. Ogilvie and
Walker.  Please revise to provide more details concerning this dialogue.  Please describe
the dates of phone calls or meetings and who attended the meetings, including whether the
parties' financial or legal advisors attended.  If the conversations concerned items that
became deal points, for example an estimate of the deal size, include that information, as
well.
7.We note that on October 5, 2021, Loeb & Loeb forwarded to ThinkEquity and Adara an
investor presentation.  Please revise to state who prepared the investor presentation.
8.We note that you were considering other potential targets.  Please augment your
disclosure to discuss the number, nature and businesses of the other targets you
considered, the extent of the negotiations with such targets (including, for example,
whether you signed non-disclosure agreements with or conducted due diligence regarding
such targets), and the reasons you chose to cease considering them.
9.We note your disclosure, "On October 12, 2021, Mr. Finke and certain members of
Adara’s board of directors participated in an initial call to discuss a possible transaction,
including valuation expectations and general financial position."  In this disclosure and
throughout your discussion of the background of the business combination, please detail
the names and roles of the persons who attended meetings, and provide details of the
matters discussed, document drafts that were exchanged and agreements made.  Please
review your background disclosures and revise accordingly.

 FirstName LastNameThomas Finke
 Comapany NameAdara Acquisition Corp.
 August 10, 2022 Page 3
 FirstName LastNameThomas Finke
Adara Acquisition Corp.
August 10, 2022
Page 3
Alliance Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 162
10.While you discuss certain factors to which changes in Net Revenues are attributable, you
do not quantify all of these factors nor analyze the underlying business reasons for the
changes.  Please ensure all material factors disclosed are quantified and analyzed (for
example, describe the drivers of revenue in product categories that experienced significant
change, including decreases in any categories and any associated trends).  In addition,
quantify the effects of changes in both price and volume on revenues categories, where
appropriate, for each period presented.  In this regard, we note disclosure elsewhere in the
filing that states you have increased prices.  Refer to Item 303(a) and (b)(2)(ii) and
(iii) of Regulation S-K, SEC Release 33-8350 and 501.04 of the staff’s Codification of
Financial Reporting Policies.
11.In the nine months ended March 31, 2022 compared to nine months ended March 31,
2021, you discuss the fiscal year ended June 30, 2022 vinyl and gaming
revenue compared to the prior year.  Please revise to only include comparison amounts
specific to the respective periods presented.
12.For cost of revenues for the nine months ended analysis, it appears you attribute the
decrease in customer returns to the aspect that vinyl and gaming are sold as non-returnable
product.  Given this aspect appears to have been in effect in both periods, please clarify
how it contributed to the decrease.
13.In both the annual and interim period analyses you cite pressure on the availability and
cost of warehouse labor in regard to distribution and fulfillment expense.  Please expand
your disclosure to describe the cause(s) of the pressure, the effect of that pressure on
amounts reported and the prospect of the continuing effect.
14.In cost of revenues analysis for the annual periods, you state total cost of revenues was
negatively impacted by increasing your product mix to more gaming and a 33% decline in
vendor funded MDF due to high product demand.  Please expand your disclosure to
discuss why gaming negatively impacted the level of total cost of revenues relative to
your other product categories.  Also, explain the relationship between the level of product
demand and the amount and trend of MDF you recognize and why.
15.Please disclose any known trends or uncertainties that have had or are reasonably likely to
have a material impact on your cash flows, liquidity, capital resources, cash requirements,
financial position, or results of operations arising from, related to, or caused by inflation.
Liquidity and Capital Resources
Cash Flow, page 170
16.Your analysis about operating activities appears to focus on how the amount was derived
for each respective period rather than a period to period comparative analysis.  Please
revise to include a quantitative and qualitative discussion of the material factors causing a

 FirstName LastNameThomas Finke
 Comapany NameAdara Acquisition Corp.
 August 10, 2022 Page 4
 FirstName LastNameThomas Finke
Adara Acquisition Corp.
August 10, 2022
Page 4
material variance between comparative periods.  Refer to Item 303(b) and (c) of
Regulation S-K and IV.B of Release No. 33-8350 for guidance.
17.You state supply chain issues due to Covid-related disruptions especially cargo from the
Pacific contributed to the cash used by operating activities for the nine months ended
March 2022.  Please discuss in further detail the supply issues experienced and why they
lead to higher inventory.  In particular, relate how and why these issues were especially
specific to cargo from the Pacific.  Also discuss the prospect and duration of these issues
continuing and any resultant negative or materially reduced level of operating cash flows
and/or operations expected, as well as whether these disruptions materially affect your
outlook or business goals.  Further, provide further discussion regarding any mitigation
efforts undertaken or that you intend to undertake and, if material, quantify the impact of
such actions and discuss known trends or uncertainties resulting from such actions.
18.For the interim period ended March 2021 and fiscal year 2021, you attribute net cash
generated by operating activities to the increase in sales from the acquisition of COKeM.
However, it appears your cost of revenues and other operations also increased from the
acquisition of COKeM that decreased operating cash flow.  Please revise your disclosure
to clarify the impact and extent of the COKeM acquisition on your net cash from
operating activities.
General
19.It appears that underwriting fees to be paid in connection with your IPO remain constant
and are not adjusted based on redemptions.  In an appropriate place in your filing, disclose
the effective underwriting fee on a percentage basis for shares at each redemption level
presented in your disclosure related to dilution.
20.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, such as the target, is, is
controlled by, or has substantial ties with a non-U.S. person.  If so, also include risk factor
disclosure that addresses how this fact could impact your ability to complete your initial
business combination. For instance, discuss the risk to investors that you may not be able
to complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, if
applicable, disclose that the time necessary for government review of the transaction or a
decision to prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose, if applicable, the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
21.With a view towards disclosure, please tell us whether your sponsor, officers or

 FirstName LastNameThomas Finke
 Comapany NameAdara Acquisition Corp.
 August 10, 2022 Page 5
 FirstName LastName
Thomas Finke
Adara Acquisition Corp.
August 10, 2022
Page 5
directors have fiduciary or contractual obligations to other entities and, if so, how the
board considered those conflicts in negotiating and recommnding the business
combination.  In addition, as it appears that your charter waived the corporate
opportunities doctrine, address this potential conflict of interest and whether it impacted
your search for an acquisition target or advise.
22.Please tell us what consideration you have given to whether you are required to provide a
tax opinion.  Refer to Item 601(b)(8) of Regulation S-K and Staff Legal Bulletin No. 19
(in particular Section III.A.2).
23.Please include a risk factor regarding the exclusive forum provision in the Proposed
Certificate of Incorporation, which you discuss on page 203.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Nasreen Mohammed at 202-551-3773 or Doug Jones at 202-551-
3309 if you have questions regarding comments on the financial statements and related
matters.  Please contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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ThinkEquity,

A division of Fordham Financial Management, Inc.

17 State Street, 22nd Floor

New York, NY 10004

February 4, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: 	Karina Dorin

 Re: Adara Acquisition Corp.

Registration Statement on Form S-1

Filed November 18, 2020, as amended

File No. 333-250157

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”),
ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Washington
D.C. time, on February 8, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act, we, acting on behalf of the
several underwriters, wish to advise you that, through February 4, 2021, we distributed to each underwriter or dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as
 “E-red” copies of the Preliminary Prospectus dated February 3, 2021, as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

[Signature Page Follows]

THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL
MANAGEMENT, INC.

By: /s/ Eric Lord

Name: Eric Lord

Title: Head of Investment Banking

CORRESP
1
filename1.htm

Adara Acquisition Corp.

8845 Red Oak Boulevard

Charlotte, NC 28217

February 4, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Karina Dorin

    Re:
    Adara Acquisition Corp.

    Registration Statement on Form S-1, as amended

    Filed November 18, 2020

    File No. 333-250157

Dear Ms. Dorin:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Adara Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. EST on February 8, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/  Martin A. Sumichrast

    Martin A. Sumichrast

    Chief Executive Officer and Director

    cc:

    Ellenoff Grossman & Schole LLP

    Loeb & Loeb, LLP

CORRESP
1
filename1.htm

Adara Acquisition Corp.

8845 Red Oak Boulevard

Charlotte, NC 28217

(704) 606-2922

February 3, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Karina Dorin

    Re:
    Adara Acquisition Corp.

Amendment No. 1 to Registration
Statement on Form S-1

Filed January 14, 2021

File No. 333-250157

Dear Ms. Dorin:

Adara Acquisition
Corp. (the “Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated February 2, 2021, regarding Amendment No. 1 to the Registration Statement on Form S-1 filed on January 14, 2021 (the “Registration
Statement”).

For the Staff’s convenience, we have
repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made to the Registration Statement in response to the Staff’s comments have been made in Amendment No. 2 to the Registration
Statement on Form S-1 (the “Amended Registration Statement”), which is being filed to the Commission contemporaneously
with the submission of this letter.

Amendment No. 1 to Registration Statement on Form S-1

Summary

Limited Payments to insiders, page 23

 1. Please reconcile your disclosure here that there will be no compensation paid by you to your sponsor, officers, directors
or any affiliate of your sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate,
the consummation of your initial business combination, other than those specified on page 23, with your disclosure on page 101
under Certain Relationships and Related Party Transactions that you have agreed to pay your Chief Financial Officer $50,000 for
acquisition related services to be provided by him in 2021. Please also disclose if such payment to Mr. Porter will be made from
the proceeds of this offering held in the trust account..

In response to the Staff’s comment, we have
revised the disclosure on pages 23, 79, 95, 96 and 102 of the Amended Registration Statement.

*      *      *

We thank the Staff
in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel,
Jeffrey Rubin, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

Very truly yours,

Adara Acquisition Corp.

By:
/s/ Martin A. Sumichrast

Name:
Martin A. Sumichrast

Title:
Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
February 2, 2021
Martin A. Sumichrast
Chief Executive Officer
Adara Acquisition Corp.
8845 Red Oak Boulevard
Charlotte, NC 28217
Re:Adara Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 14, 2021
File No. 333-250157
Dear Mr. Sumichrast:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Registration Statement on Form S-1
Summary
Limited Payments to insiders, page 23
1.Please reconcile your disclosure here that there will be no compensation paid by you to
your sponsor, officers, directors or any affiliate of your sponsor, officers or directors prior
to, or in connection with any services rendered in order to effectuate, the consummation of
your initial business combination, other than those specified on page 23, with your
disclosure on page 101 under Certain Relationships and Related Party Transactions that
you have agreed to pay your Chief Financial Officer $50,000 for acquisition related
services to be provided by him in 2021. Please also disclose if such payment to Mr. Porter
will be made from the proceeds of this offering held in the trust account.

 FirstName LastNameMartin A. Sumichrast
 Comapany NameAdara Acquisition Corp.
 February 2, 2021 Page 2
 FirstName LastName
Martin A. Sumichrast
Adara Acquisition Corp.
February 2, 2021
Page 2
            You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202) 551-3763 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rui Ma

CORRESP
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Adara Acquisition Corp.

8845 Red Oak Boulevard

Charlotte, NC 28217

(704) 606-2922

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

    Washington, D.C. 20549
    November 18, 2020

Attention: Karina Dorin

 Re: Adara Acquisition Corp.

Draft Registration Statement
on Form S-1

Submitted September 25, 2020

CIK No. 0001823584

Dear Ms. Dorin:

Adara Acquisition
Corp. (the “Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated October 22, 2020, regarding the Draft Registration Statement on Form S-1 submitted on September 25, 2020 (the “Registration
Statement”).

For the Staff’s convenience, we have
repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made to the Registration Statement in response to the Staff’s comments have been made in an amended Draft Registration
Statement on Form S-1 (the “Amended Registration Statement”), which is being submitted to the Commission contemporaneously
with the submission of this letter.

Draft Registration Statement on Form S-1

Our Business Combination Process, page 6

 1. We note you disclose here that members of your management team and directors may sponsor or form other special purpose acquisition
companies similar to yours or may pursue other business or investment ventures during the period in which you are seeking an initial
business combination. Please expand your disclosure to clarify, consistent with your disclosure on page 39, that your officers
may not become an officer of any other special purpose acquisition company that has publicly filed a registration statement for
its initial public offering until you have entered into a definitive agreement regarding your initial business combination or have
liquidated the trust account.

In response to the Staff’s comment, we have
revised the disclosure on pages 3 and 61 of the Amended Registration Statement.

Founder shares conversion and anti-dilution rights, page
13

 2. Please revise your disclosure to clarify whether ThinkEquity's Class B common shares will be subject to the anti-dilution
provisions described herein. In that regard, we note you disclose that the ratio at which shares of Class B common stock shall
convert into shares of Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon
conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the
total number of all shares of common stock outstanding upon the completion of this offering plus all shares of Class A common stock
and equity-linked securities issued or deemed issued in connection with the initial business combination. We also note the related
risk factor disclosure on pages 37-38.

In response to the Staff’s comment, we have
revised the disclosure on page 13 of the Amended Registration Statement.

Summary Financial Data, page 25

 3. Please revise your disclosure to include a separate
 “as-adjusted” column with corresponding notes that explain the effects of the sale of units in the public offering,
the sale of the private placement warrants, and other transactions as if they had occurred on that date.

In response to the Staff’s comment, we have
revised the disclosure on page 25 of the Amended Registration Statement.

General

 4. We note you disclose on page 36 that you intend to
complete an initial business combination with consumer products companies in the health and wellness and pet care space. Please
revise your disclosure in the Summary, Proposed Business and elsewhere as appropriate to clarify your focus within the consumer
products sector.

In response to the Staff’s comment, we have
revised the disclosure on page 36 of the Amended Registration Statement.

* * *

We thank the Staff
in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel,
Jeffrey Rubin, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Very truly yours,

    Adara Acquisition Corp.

    By:
    /s/ Martin A. Sumichrast

    Name:
    Martin A. Sumichrast

    Title:
    Chief Executive Officer

cc: Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
October 22, 2020
Martin A. Sumichrast
Chief Executive Officer
Adara Acquisition Corp.
8845 Red Oak Boulevard
Charlotte, NC 28217
Re:Adara Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted September 25, 2020
CIK No. 0001823584
Dear Mr. Sumichrast:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Our Business Combination Process, page 6
1.We note you disclose here that members of your management team and directors may
sponsor or form other special purpose acquisition companies similar to yours or may
pursue other business or investment ventures during the period in which you are seeking
an initial business combination.  Please expand your disclosure to clarify, consistent with
your disclosure on page 39, that your officers may not become an officer of any other
special purpose acquisition company that has publicly filed a registration statement for its
initial public offering until you have entered into a definitive agreement regarding your
initial business combination or have liquidated the trust account.

 FirstName LastNameMartin A. Sumichrast
 Comapany NameAdara Acquisition Corp.
 October 22, 2020 Page 2
 FirstName LastName
Martin A. Sumichrast
Adara Acquisition Corp.
October 22, 2020
Page 2
Founder shares conversion and anti-dilution rights, page 13
2.Please revise your disclosure to clarify whether ThinkEquity's Class B common shares
will be subject to the anti-dilution provisions described herein.  In that regard, we note you
disclose that the ratio at which shares of Class B common stock shall convert into shares
of Class A common stock will be adjusted so that the number of shares of Class A
common stock issuable upon conversion of all shares of Class B common stock will equal,
in the aggregate, on an as-converted basis, 20% of the sum of the total number of all
shares of common stock outstanding upon the completion of this offering plus all shares
of Class A common stock and equity-linked securities issued or deemed issued in
connection with the initial business combination.  We also note the related risk factor
disclosure on pages 37-38.
Summary Financial Data, page 25
3.Please revise your disclosure to include a separate “as-adjusted” column with
corresponding notes that explain the effects of the sale of units in the public offering, the
sale of the private placement warrants, and other transactions as if they had occurred on
that date.
General
4.We note you disclose on page 36 that you intend to complete an initial business
combination with consumer products companies in the health and wellness and pet care
space.  Please revise your disclosure in the Summary, Proposed Business and elsewhere as
appropriate to clarify your focus within the consumer products sector.
            You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters.  Please contact Karina Dorin, Staff
Attorney, at (202) 551-3763 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rui Ma