Item 8.01
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Other Information.
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As previously disclosed, Modern Media Acquisition Corp., a Delaware corporation (the Company), Akazoo Limited, a private company
limited by shares incorporated under the laws of Scotland (Akazoo), Apostolos N. Zervos, acting in accordance with article
100-17
of the Luxembourg Company Act, on behalf and in the name of
Unlimited Music S.A., a Luxembourg public limited company (société anonyme), and Modern Media LLC, a Georgia limited liability company acting in accordance with article
100-17
of the Luxembourg
Company Act, on behalf and in the name of Modern Media Acquisition Corp. S.A., a Luxembourg public limited company (société anonyme) (PubCo), entered into a Business Transaction Agreement dated as of January 24, 2019
(the Business Transaction Agreement). Pursuant to the Business Transaction Agreement, the Company and Akazoo agreed, subject to the terms and conditions of the Business Transaction Agreement, to effect a combination of their respective
businesses (the Business Combination).
In connection with the Business Combination, on February 12, 2019, PubCo filed a
registration statement on Form
F-4
(No.
333-229613)
(the Business Combination Registration Statement) with the Securities and Exchange Commission
(SEC), which includes a preliminary proxy statement of the Company, and constitutes a preliminary prospectus of PubCo. The Company, Akazoo and PubCo are in the process of responding to comments from the SEC related to the Business
Combination Registration Statement, as well as working towards satisfaction of the other conditions to completion of the Business Combination, but have determined that it is unlikely that the Business Combination Registration Statement will be
declared effective in time to permit consummation of the Business Combination by June 17, 2019, which is the time by which the Company must consummate a business combination under its charter.
The parties currently anticipate that all conditions precedent to the consummation of the Business Transaction will be satisfied by July 15,
2019. As such, the Company intends to call a Special Meeting of Stockholders (the Extension Special Meeting) to secure stockholder approval to extend the date by which the Company must consummate a business combination from June 17,
2019 to August 17, 2019 (the Extension).
The Company has tentatively set the record date for the Extension Special Meeting as
May 13, 2019. The Company plans to file a preliminary proxy statement relating to the Extension Special Meeting with the SEC and, when finalized, will mail the definitive proxy statement relating to the Extension Special Meeting to its stockholders.
Additional Information About the Business Combination
In connection with the proposed Business Combination, PubCo filed the Business Combination Registration Statement that includes a preliminary
proxy statement/prospectus that is both the proxy statement to be distributed to holders of the Companys common stock, par value $0.0001 per share, in connection with the solicitation by the Company of proxies for the vote by the stockholders
on the Business Combination as well as the prospectus covering the registration of the ordinary shares, nominal value of 0.01 per share, and warrants, of PubCo, to be issued in connection with the Business Combination. When finalized, the
Company will mail the proxy statement/prospectus to its stockholders.
The Companys stockholders are urged to read the definitive proxy statement/prospectus regarding the Business Combination when it becomes available as it will contain
important information regarding the Company, Akazoo, PubCo, the Business Combination, the agreements relating thereto and related matters. When available, you will be able to obtain copies of all documents regarding the Business Combination and
other documents filed by the Company or PubCo with the SEC, free of charge, at the SECs website (www.sec.gov) or by contacting the Company at 3414 Peachtree Road, Suite 480, Atlanta, Georgia 30326, Attention: Corporate Secretary.
Participants in the Solicitation
The
Company, Akazoo, PubCo and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Companys
stockholders in connection with the Business Combination and the Extension. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Companys stockholders in connection with the Business
Combination will be set forth in the joint proxy