Item 8.01 Other Events.
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 article100-17 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 article100-17 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”).
On May 20, 2019 the Company filed a definitive proxy statement on Schedule 14A (the “Extension Special Meeting Proxy Statement”) relating to 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.
After discussions subsequent to the filing of the Extension Special Meeting Proxy Statement, the parties to the Business Combination determined that all conditions precedent to the consummation of the Business Combination may not be satisfied by August 17, 2019. The Business Combination is expected to close in the third quarter of 2019. Accordingly, the Company has determined to seek stockholder approval at the Extension Special Meeting to extend the date by which the Company must consummate a business combination from June 17, 2019 to September 17, 2019 (the “Extension”), rather than the previously announced date of August 17, 2019. To accomplish this, the Company hereby amends the Extension Special Meeting Proxy Statement to change all references to “August 17, 2019” to “September 17, 2019.”
In order to provide stockholders sufficient time to consider this change, the Company intends to convene the Extension Special Meeting as planned on Wednesday, June 12, 2019 but intends to immediately adjourn the meeting, without conducting any business, until 11:00 a.m., local time, on Friday, June 14, 2019 at 3414 Peachtree Road, Suite 480, Atlanta, GA 30326, at which time the Company will hold the vote on the proposals, as hereby amended, described in the Extension Special Meeting Proxy Statement.
In connection with the change discussed above, the Company has updated the proxy card to be used to vote shares in the Extension Special Meeting. No action is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy.
In connection with the adjournment of the Extension Special Meeting, the Company will also extend the deadline for stockholders to elect to redeem their shares at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and less up to $50,000 to pay dissolution expenses). The deadline for stockholders to elect to redeem their shares in connection with the Extension Special Meeting will correspondingly be moved from 5:00 p.m. Eastern Time on June 10, 2019 to 5:00 p.m. Eastern Time on June 12, 2019. As disclosed in the Extension Special Meeting Proxy Statement, shareholders electing to redeem their shares must tender shares in accordance with the procedures listed in the Extension Special Meeting Proxy Statement and the Company may not redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001.
The record date for voting at the Extension Special Meeting will not change.
On June 7, 2019, the Company issued a press release (the “Press Release”) announcing its intention to change the proposed date by which the Company must consummate a business combination from August 17, 2019 to September 17, 2019. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
