UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2020

Commission File Number: 001-39042

Akazoo S.A.

(Translation of registrant’s name into English)

19 Rue de Bitbourg

1273 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Nos. 333-237385 and 333-233811) filed by Akazoo S.A. (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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~~Appointment~~Special ofCommittee ~~Interim CEO~~Update; ~~Termination~~Results of ~~Chief Executive Officer~~Investigation

On May 121, 2020, the Board of Directors (the “Board”) of Akazoo S.A. (the “Company”) announced the ~~appointment~~ results of ~~Michael~~the ~~Knott~~previously asannounced ~~interim~~investigation ~~Chief~~into ~~Executive~~the ~~Officer,~~circumstances ~~effective~~relating to ~~immediately.~~the ~~This~~Company’s ~~followed~~revenue sources and contractual arrangements with business partners, including the ~~decision~~information contained in a report released by Quintessential Capital Management on April 20, 2020 (the “Investigation”). The Investigation ~~Board~~was toconducted ~~terminate~~by ~~Apostolos~~a N.special ~~Zervos~~committee asof ~~Chief~~independent ~~Executive~~directors ~~Officer~~(the ~~for~~“Special ~~cause~~Committee”) formed by the Board on April 22, 2020. The ~~Board~~Special Committee, with the assistance of outside counsel and advisors, has ~~also~~substantially ~~requested~~completed the Investigation and determined that Mrformer members of Akazoo’s management team and associates defrauded Akazoo’s investors, including the predecessor SPAC acquiring entity Modern Media Acquisition Corp. ~~Zervos~~(“MMAC”), by materially misrepresenting Akazoo’s ~~resign~~business, asoperations, aand ~~member~~financial results as part of ~~the~~a ~~Board~~multi-year fraud.

The Board ~~took~~previously ~~this~~announced ~~step~~on May 1, 2020 that, at the recommendation of the Special Committee, the Board had terminated Apostolos N. Zervos as Chief Executive Officer of the ~~special~~Company ~~committee~~for cause, requested that Mr. Zervos resign as a member of ~~independent~~the ~~directors~~Board (and appointed Michael Knott as interim Chief Executive Officer. At that time, the Board ~~“Special~~announced ~~Committee”)~~that certain consolidated financial statements of the Company and Akazoo Limited filed or furnished with the U.S. ~~previously~~Securities ~~formed~~and byExchange Commission should no longer be relied upon due to the ~~Board~~possibility that such financial statements contain material errors. ~~The~~Subsequently, the Special Committee has determined, among other things, that Akazoo’s ~~investigation~~historical ~~found~~financial statements ~~evidence~~were ofmaterially ~~conduct~~false and misleading, that ~~the~~Akazoo ~~Special~~has ~~Committee~~had only negligible actual revenue and subscribers for years and ~~believed~~that ~~was~~former ~~inconsistent~~members ~~with~~of ~~the~~Akazoo ~~Company~~management and associates participated in a sophisticated scheme to falsify Akazoo’s ~~policies~~books and records, including adue ~~lack~~diligence ofmaterials ~~cooperation~~provided ~~with~~to MMAC and its legal, financial, and other advisors in connection with the ~~investigation~~Akazoo business combination in 2019.

~~Michael Knott~~The isCompany aintends ~~Senior~~to ~~Managing~~take ~~Director~~all inavailable ~~the~~steps ~~Corporate~~to ~~Finance~~maximize recovery ~~division~~for atdefrauded ~~FTI~~investors, ~~Consulting.~~including ~~Mr.~~by ~~Knott~~seeking ~~leads~~to unwind the ~~Telecom,~~original ~~Media~~business ~~and Technology~~combination ~~(TMT)~~between ~~practice~~MMAC ~~in Europe, the Middle East~~ and ~~Africa (EMEA)~~Akazoo. HeThe Special isCommittee anhas ~~experienced~~also ~~telecom,~~directed ~~media~~its ~~and~~advisors ~~technology~~to ~~advisor with~~make 30referrals ~~years of experience in transaction advisory~~to, ~~strategy~~ and ~~business~~cooperate ~~consulting~~with, ~~performance~~appropriate ~~improvement and business transformation~~regulators.

~~Special Committee Update; Non-Reliance on Previously Issued Financial Statements~~2/5

~~The Special~~Notice ~~Committee, with the assistance~~ of ~~outside~~Anticipated counsel and advisors, is continuing to investigate the circumstances relating to the Company’s revenue sources and contractual arrangements with business partners, including the information contained in a report released by Quintessential Capital Management on April 20, 2020.Delisting

~~The Special~~On ~~Committee~~May ~~has~~15, ~~nonetheless~~2020, ~~been~~the ~~unable~~Company toreceived ~~verify~~a ~~certain~~letter for ~~operational~~The ~~and~~Nasdaq ~~financial~~Stock ~~information~~Market ~~previously~~LLC ~~reported~~(“Nasdaq”), bywhich ~~the Company.~~states ~~Accordingly,~~that the ~~Special~~Nasdaq ~~Committee~~Listing ~~has~~Qualifications ~~concluded~~staff ~~that~~ (the ~~consolidated~~“Nasdaq Staff”) ~~financial~~has ~~statements~~determined ~~(i)~~to ofdelist ~~Akazoo~~the ~~Limited~~Company’s ~~for the~~securities ~~years~~pursuant ~~ended~~to ~~December~~its ~~31,~~discretionary ~~2018,~~authority ~~2017~~under ~~and~~Listing ~~2016~~Rule 5101. ~~(and~~In ~~any~~its ~~interim~~determination, ~~periods~~the ~~therein)~~Nasdaq ~~audited~~Staff bycited the Company’s ~~former~~disclosure ~~independent registered~~regarding ~~public~~circumstances ~~accounting~~related ~~firm~~to ~~and~~the ~~included~~termination of ~~or incorporated by reference in~~ the Company’s ~~Shell~~former ~~Company~~CEO ~~Report~~and ~~on Form 20-F filed with~~ the ~~U.S.~~related ~~Securities~~investigation ~~and~~by ~~Exchange Commission (~~the ~~“SEC”)~~special oncommittee ~~September 17, 2019; (ii)~~ of ~~Akazoo~~independent ~~Limited for the three- and six-month periods ended June 30~~directors, ~~2019~~as ~~and~~well ~~2018~~the announcement ~~included~~that in the Company’s ~~Report~~publicly onfiled ~~Form~~financial ~~6-K~~statements ~~furnished to~~can ~~the~~no ~~SEC~~longer onbe ~~September~~relied ~~27,~~upon. ~~2019;~~The ~~and~~Nasdaq ~~(iii)~~Staff ofalso advised the Company ~~for~~that ~~the~~its ~~three-~~failure ~~and~~to ~~nine-month~~timely ~~periods~~file ~~ended~~it ~~September 30, 2019 and 2018 included in the Company’s Report on~~ Form 620-KF, ~~furnished~~as torequired ~~the~~by ~~SEC~~listing onRule ~~December 9~~5250(c), ~~2019~~serves ~~should~~as noan ~~longer~~additional bebasis ~~relied upon~~for ~~due to the possibility that such financial statements contain material errors~~delisting.

The Company intends to consent to the Nasdaq Staff’s decision to delist the Company’s securities. The deadline for the Company to request an appeal is May 22, 2020. The Company does not intend to appeal the decision, and as a result, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on May 27, 2020.

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EXHIBIT INDEX

Exhibit No.

Description of Exhibit

99.1 ~~Press~~ Release, dated May 121, 2020 entitled “Akazoo Special Committee Determines Former Akazoo Management and Associates Participated in Sophisticated Multi-Year Fraud”

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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, thereunto duly authorized.

	Akazoo S.A.
Date: May 1, 2020	By:	/s/ Lewis W. Dickey, Jr.
Date: May 21, 2020	By:	/s/ Lewis W. Dickey, Jr.
	Name:	Lewis W. Dickey, Jr.
	Title:	Chairman of the Board of Directors

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Filing Compare · Akazoo S.A.