UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Akazoo S.A.1
(Name of Issuer)
Ordinary Shares, nominal value €0.01 per share
(Title of Class of Securities)
L0164E 108
(CUSIP Number)
September 11, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b) |
☐ Rule13d-1(c) |
☒ Rule13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Akazoo S.A. (formerly Modern Media Acquisition Corp. S.A.) is the successor issuer to Modern Media Acquisition Corp. effective September 11, 2019. |
CUSIP No. L0164E 108
| 1. | Names of Reporting Persons
MIHI LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,747,811* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,747,811* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,747,811* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | See Item 4. |
2
CUSIP No. L0164E 108
| 1. | Names of Reporting Persons
Macquarie Group Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Georgia | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
1,747,811* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,747,811* | |||||
| 8. | Shared Dispositive Power
| |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,747,811* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
HC | |||||
| * | See Item 4. |
3
Item 1. ��� | ||||
(a) | Name of Issuer Akazoo S.A. | |||
(b) | Address of Issuer’s Principal Executive Offices 1273 Luxembourg | |||
Item 2. | ||||
(a) | Name of Person Filing
This statement is filed by the individuals and entities listed below, all of whom together are referred to herein as the “Reporting Persons”:
(i) MIHI LLC
(ii) Macquarie Group Limited | |||
(b) | Address of Principal Business Office or, if none, Residence
MIHI LLC:
125 West 55thStreet, L-22 New York, NY 10019-5369
Macquarie Group Limited:
50 Martin Place Sydney, New South Wales, Australia | |||
(c) | Citizenship
MIHI LLC is a Delaware limited liability company. Macquarie Group Limited is a Sydney, New South Wales, Australia corporation. | |||
(d) | Title of Class of Securities
Ordinary Shares, nominal value €0.01 per share | |||
(e) | CUSIP Number
L0164E 108
| |||
Item 3. If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a: | ||||||
(a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8); | ||||
(e) | ☐ | An investment adviser in accordance with§240.13d-1(b)(1)(ii)(E); | ||||
(f) | ☐ | An employee benefit plan or endowment fund in accordance with§240.13d-1(b)(1)(ii)(F); | ||||
(g) | ☐ | A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3); | ||
| (j) | ☐ | Anon-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as anon-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | ||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
As of September 11, 2019, MIHI LLC beneficially owns an aggregate of 1,747,811 Akazoo S.A. Ordinary Shares.
MIHI LLC is a member managed limited liability company. Macquarie Group Limited, a publicly listed company in Australia, is the ultimate indirect parent of MIHI LLC and may be deemed to beneficially own the Issuer’s securities beneficially owned by MIHI LLC. Therefore, Macquarie Group Limited may be deemed to share beneficial ownership of all shares beneficially owned by MIHI LLC. Macquarie Group Limited expressly disclaims any such beneficial ownership, except to the extent of its pecuniary interest therein.
| (b) | Percent of class: |
As of September 11, 2019, MIHI LLC and Macquarie Group Limited may be deemed to beneficially own, in the aggregate, 1,747,811 Akazoo S.A. Ordinary Shares, representing, in the aggregate, approximately 3.5% of the total Akazoo S.A. Ordinary Shares outstanding. The percentage of Akazoo Ordinary Shares held by MIHI LLC is based on 49,633,316 shares of the Issuer’s Common Stock outstanding as of September 11, 2019.
| (c) | Number of shares as to which the person has: |
MIHI LLC | ||||||
(i) | Sole power to vote or direct the vote | 0 | ||||
(ii) | Shared power to vote or to direct the vote | 1,747,811 | ||||
(iii) | Sole power to dispose or to direct the disposition of | 0 | ||||
(iv) | Shared power to dispose or to direct the disposition of | 1,747,811 | ||||
Macquarie Group Limited | ||||||
(i) | Sole power to vote or direct the vote | 0 | ||||
(ii) | Shared power to vote or to direct the vote | 1,747,811 | ||||
(iii) | Sole power to dispose or to direct the disposition of | 0 | ||||
(iv) | Shared power to dispose or to direct the disposition of | 1,747,811 | ||||
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
Signature
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 30, 2019
| MIHI LLC |
/s/ Larry Handen |
| Signature |
Larry Handen, Vice President |
| Name/Title |
/s/ Jin Chun |
| Signature |
Jin Chun, Vice President |
| Name/Title |
| MACQUARIE GROUP LIMITED |
/s/Paul Peduto |
| Signature |
Paul Peduto, Authorized Signatory |
| Name/Title |
/s/ Charles Glorioso |
| Signature |
Charles Glorioso, Authorized Signatory |
| Name/Title |
[Signature Page to Schedule 13G]
JOINT FILING AGREEMENT
In accordance with Rule13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all subsequent amendments thereto) with respect to the Ordinary Shares, nominal value €0.01 per share, of Akazoo S.A., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 30, 2019.
[Signature Page Follows]
| MIHI LLC |
/s/ Larry Handen |
| Signature |
Larry Handen, Vice President |
| Name/Title |
/s/ Jin Chun |
| Signature |
Jin Chun, Vice President |
| Name/Title |
| MACQUARIE GROUP LIMITED |
/s/Paul Peduto |
| Signature |
Paul Peduto, Authorized Signatory |
| Name/Title |
/s/ Charles Glorioso |
| Signature |
Charles Glorioso, Authorized Signatory |
| Name/Title |
[Signature Page to Joint Filing Agreement]