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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