UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2019
MODERN MEDIA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-38092 | 47-1277598 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3414 Peachtree Road, Suite 480 Atlanta, GA | 30326 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (404)443-1182
None
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock, one right andone-half of one warrant | MMDMU | Nasdaq Capital Market | ||
| Common stock, par value $0.0001 per share | MMDM | Nasdaq Capital Market | ||
| Rights, each exchangeable intoone-tenth of one share of common stock | MMDMR | Nasdaq Capital Market | ||
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | MMDMW | Nasdaq Capital Market |
| Item 8.01 | Other Information. |
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”).
In connection with the Business Combination, on February 12, 2019, PubCo filed a registration statement on FormF-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 Company’s 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 Company’s 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 SEC’s 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 Company’s 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 Company’s stockholders in connection with the Business Combination will be set forth in the joint proxy
statement/prospectus included in the Business Combination Registration Statement when it is filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the Extension will be set forth in the proxy statement relating to the Extension Special Meeting when it is filed with the SEC.
You can find more information about the Company’s directors and executive officers in the Company’s Annual Report on Form10-K for the year ended March 31, 2018, filed with the SEC on June 29, 2018. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the Company’s definitive proxy statement/prospectus when it becomes available, which can be obtained free of charge from the sources indicated above, when available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MODERN MEDIA ACQUISITION CORP. | ||||||||
| Date: May 8, 2019 | By: | /s/ Lewis W. Dickey, Jr. | ||||||
Name: Lewis W. Dickey, Jr. Title: President and Chief Executive Officer | ||||||||
