UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event Reported~~event reported): ~~May~~August 243, 2021

MMA Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-11981	52-1449733
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction incorporation or	(Commission File No.)	(I.R.S. Employer Identification No.)
of incorporation)	File Number)	Identification No.)
organization)
3600 O'Donnell St, Suite 600,
Baltimore, Maryland		21224
(Address of principal executive offices)		(Zip Code)

~~Registrant~~3600 O’sDonnell ~~telephone~~St. ~~number, including area code: (443) 263-2900~~Suite 600

~~Former name or former address~~Baltimore, ifMaryland ~~changed since last report~~21224

(Address of principal executive offices — zip code)

(443) 263-2900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-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)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Common Shares, no par value Common Stock Purchase Rights~~ Trading Symbol(s) ~~MMAC MMAC~~ Name of each exchange on which registered Common Shares, no par value MMAC Nasdaq Capital Market Common Stock Purchase Rights MMAC Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§17 CFR 230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 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. ¨

Item 18.01. ~~Entry into a Material Definitive Agreement~~

OnCertain ~~May 24, 2021, MMA Capital Holdings, Inc., a Delaware corporation (“MMA” or the “Company”), entered into an Agreement and Plan of~~ Merger-Related ~~(the~~Litigation “Merger Agreement”) with FP Acquisition Parent, LLC, a Delaware limited liability company (“Parent”), and FP Acquisition Merger Sub, LLC, a Delaware limited liability company, and a wholly owned subsidiary of Parent (“Merger Sub”). Concurrently with the entry into the Merger Agreement, the Company entered into a Termination Agreement (the “Termination Agreement”) with Hunt Investment Management, LLC, a Delaware limited liability company (“Manager”).Matters

As previously announced, on May 24 2021, MMA Capital Holdings, Inc., a Delaware corporation (“MMAC”, “we”, “us”, “our” or the “Company”), FP Acquisition Parent, LLC (“Parent”), and FP Acquisition Merger Sub, LLC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company will merge with and into Merger Sub (the “Merger”). Merger Sub is a wholly owned subsidiary of Parent. Parent is wholly owned by its two members Fundamental Partners III, LP and Fundamental Partners IV, LP, each of which is affiliated with Fundamental Advisors LP. Upon completion of the Merger, Merger Sub will be the surviving entity, continuing as a wholly owned subsidiary of Parent, and the separate corporate existence of the Company will cease. The Company filed with the Securities and Exchange Commission (“SEC”) on July 13, 2021 its definitive proxy statement relating to the proposed transaction (the “Proxy Statement”).

~~Pursuant~~After to the ~~Merger~~Company filed the ~~Agreement~~Proxy Statement, ~~and~~various ~~subject~~plaintiffs filed lawsuits related to the ~~terms~~proposed ~~and~~transaction. ~~conditions~~Six ~~thereof,~~plaintiffs ~~MMA~~filed ~~will~~individual ~~merge~~actions ~~with~~in ~~and~~federal courts, ~~into~~alleging ~~Merger~~violations ~~Sub~~of (the ~~“Merger”),~~Securities ~~with~~Exchange ~~Merger Sub~~Act asof ~~the~~1934 ~~surviving~~(“Exchange ~~entity~~Act”). ~~and~~The acases ~~wholly~~are: ~~owned~~Beraud ~~subsidiary~~v. ofMMA ~~Parent~~Capital Holdings, Inc., Atet ~~the~~al., ~~effective~~1:21-cv-04227 ~~time~~(E.D.N.Y.); ofCiccotelli ~~the~~v. ~~Merger~~MMA ~~(the~~Capital ~~“Effective~~Holdings, ~~Time”)~~Inc., ~~Merger~~ ~~Sub~~et ~~will~~al., ~~change~~No. ~~its~~1:21-cv-06423 ~~name~~(S.D.N.Y.); Morgan tov. MMA Capital Holdings, ~~LLC~~Inc., ~~each~~et ~~share~~al., ofNo. ~~common~~1:21-cv-01088 ~~stock~~(D. ofDel.); Ryan v. MMA ~~(“Company~~Capital ~~Common~~Holdings, ~~Stock”)~~Inc., ~~then outstanding~~et ~~will~~al., beNo. 1:21-cv-01082 ~~converted~~(D. ~~into~~Del.); ~~the~~Whitfield ~~right~~v. toMMA ~~receive~~Capital ~~$27~~Holdings, Inc.77, inet ~~cash~~al., ~~without~~No. ~~interest~~2:21-cv-03365 (~~the~~E.D. ~~“Merger Consideration”~~Pa.),; ~~other~~and Reinhardt v. MMA ~~than~~Capital ~~(1) those~~Holdings, ~~shares~~Inc., ~~owned~~et byal., ~~Parent~~No. or1:21-cv-01122 ~~any~~(D. ~~subsidiary~~Del.). ofThe ~~Parent~~complaints orin ~~MMA~~all ~~(which~~six ~~will~~of bethese ~~cancelled~~cases ~~without~~name ~~any~~the ~~consideration)~~Company and all seven of its Directors as defendants (2collectively, “Defendants”) ~~any~~. ~~shares~~All assix tocomplaints ~~which~~allege, ~~appraisal~~among ~~rights~~other ~~have~~things, ~~been~~that ~~perfected~~the ~~(and~~Directors caused ~~not~~the ~~withdrawn~~Company to file a materially incomplete and/or ~~lost)~~misleading inproxy ~~accordance~~statement ~~with~~relating to the ~~Delaware~~proposed ~~General~~transaction in violation ~~Corporation~~of ~~Law~~Sections 14(~~“DGCL”~~a), ~~which~~and ~~shares~~20(a) ~~will~~of bethe ~~cancelled~~Exchange ~~and~~Act. ~~converted~~All ~~into~~six plaintiffs seek, among other relief, an injunction preventing the ~~right~~Company tofrom consummating ~~receive~~the aMerger, ~~payment~~attorney’s ~~determined~~fees, and, in ~~accordance with~~the event the ~~appraisal~~court ~~rights~~does ~~procedures~~not enjoin the Merger, rescission of the ~~DGCL~~Merger or unspecified damages.

~~Each~~In ofa ~~MMA~~seventh case, ~~Parent~~Cohen v. Michael Falcone, et al., No. 2021-0646 (Del. Ch. Ct.), the plaintiff filed a putative class action lawsuit, on his behalf and on ~~Merger~~behalf ~~Sub~~of ~~has~~all ~~made~~similarly ~~customary~~situated ~~representations~~shareholders, ~~and~~against ~~warranties~~the Company and ~~covenants~~all seven Directors in the ~~Merger~~Delaware ~~Agreement,~~Court ~~including~~of ~~covenants~~Chancery. toCohen ~~use~~alleges that the Directors breached their ~~respective reasonable~~fiduciary ~~best~~duties ~~efforts~~by failing to ~~effect~~provide the ~~transaction,~~Company’s ~~including~~public ~~securing~~stockholders ~~required~~with ~~regulatory~~all ~~approvals.~~material Ininformation necessary ~~addition,~~to ~~MMA~~decide ~~has~~whether ~~agreed~~ to ~~other customary~~vote ~~covenants,~~in ~~including~~favor of or against the Merger or exercise appraisal rights. Cohen’s complaint seeks, among other ~~others~~things, ~~covenants~~an toinjunction ~~conduct~~preventing ~~its~~both ~~business~~the inshareholder vote and the ~~ordinary~~Merger, ~~course~~attorney’s ~~during~~fees, and, if the ~~interim~~court ~~period~~does ~~between~~not enjoin the ~~execution~~Merger, rescission of the Merger ~~Agreement~~or ~~and~~unspecified ~~the~~damages. ~~closing~~In ofaddition, Cohen has filed with the ~~Merger~~court a motion for a preliminary injunction. The court has scheduled a hearing on Cohen’s motion for August 9, 2021.

~~The~~While ~~obligations~~the ofCompany ~~the~~believes ~~parties~~that ~~to consummate~~ the ~~Merger~~disclosures ~~are~~in ~~subject~~connection towith the ~~satisfaction~~proposed ortransaction, ~~waiver~~including ofthose ~~closing conditions~~ set forth in the ~~Merger~~Proxy ~~Agreement~~Statement, ~~including, among~~comply ~~others,~~fully ~~(1) the~~with applicable ~~approval of MMA’s shareholders~~law, ~~(2)~~ the ~~expiration~~Company orhas ~~termination~~determined ofto ~~any~~voluntarily ~~waiting~~supplement ~~period applicable under~~ the ~~Hart-Scott-Rodino~~Proxy ~~Antitrust~~Statement ~~Improvements~~with ~~Act~~the ofsupplemental ~~1976,~~disclosures asset ~~amended~~forth below (the “~~HSR~~Supplemental ~~Act~~Disclosures”),. ~~(3)~~ Nothing in the ~~absence of~~Supplemental aDisclosures ~~“Material~~shall ~~Adverse~~be ~~Effect”~~deemed ~~(as~~an ~~defined~~admission inof the ~~Merger~~legal ~~Agreement)~~necessity or ~~with~~materiality ~~respect~~under toapplicable ~~MMA,~~laws ~~and~~of ~~(4)~~any ~~the consummation~~ of the ~~transactions described~~disclosures inset ~~the~~forth ~~Termination~~herein. ~~Agreement~~To ~~and~~the incontrary, athe ~~certain~~Company ~~Assignment~~specifically ~~and~~denies ~~Assumption~~all allegations ~~Agreement~~in ~~also~~the ~~dated~~litigation ~~May~~that ~~24,~~any ~~2021,~~additional bydisclosure ~~and~~was ~~between~~or ~~the Manager~~is ~~and Parent (the “Assignment Agreement”)~~required.

~~For~~SUPPLEMENTAL ~~the~~DISCLOSURES ~~first~~TO ~~45 days~~DEFINITIVE ~~following~~PROXY the signing of the Merger Agreement (the “Go-Shop Period”), the Company will be permitted to initiate, solicit, and encourage competing bids and negotiate competing Company Acquisition Proposals (as defined in the Merger Agreement) (the “Go-Shop Process”), subject to certain information and matching rights of Parent. Subject to certain exceptions, at the conclusion of the Go-Shop Process, the Company has agreed not to, among other things, (i) initiate, propose or knowingly solicit or knowingly encourage, knowingly facilitate or knowingly assist, any proposal or any inquiries with respect to a Company Acquisition Proposal, (ii) participate or engage in any negotiations regarding, or furnish to any third party any non-public information in connection with, or knowingly facilitate in any way any effort by, any third party in furtherance of any Company Acquisition Proposal, (iii) approve or recommend a Company Acquisition Proposal, (iv) enter into any letter of intent, agreement in principle, acquisition agreement, merger agreement, option agreement or other similar agreement providing for a transaction that is the subject of a Company Acquisition Proposal, or (v) propose publicly or agree to do any of the foregoing.STATEMENT

~~Prior~~Projections ~~to the approval of the Merger Agreement by the Company’s shareholders, the Company may in certain circumstances effect a Company Change of Recommendation (as defined in the Merger Agreement)~~ and ~~terminate the Merger Agreement in order to enter into a definitive agreement providing for a Company Superior~~Forward-Looking ~~Proposal~~Financial (as defined in the Merger Agreement), subject to complying with certain notice and other specified conditions set forth in the Merger Agreement, including payment to Parent of a termination fee (as described below).Information

~~The~~As ~~Merger~~a ~~Agreement~~matter ~~may~~of begeneral ~~terminated under certain~~practice, ~~circumstances~~due byto the ~~Company~~unpredictability ~~prior~~of tothe ~~obtaining~~underlying ~~the~~assumptions ~~Company~~and ~~Shareholder~~estimates ~~Approval,~~inherent ~~if,~~in ~~after~~preparing ~~following~~financial ~~certain~~projections, ~~procedures~~we ~~and~~do ~~adhering~~not publicly todisclose ~~certain~~detailed ~~restrictions,~~projections ~~the~~as ~~Company~~to ~~enters~~our ~~into~~anticipated afinancial ~~definitive~~position ~~agreement~~or ~~providing~~results ~~for~~of ~~the~~operations, ~~implementation~~other ofthan aproviding, ~~Company~~from ~~Superior~~time ~~Proposal. In~~to ~~addition~~time, estimated ~~Parent~~ranges ~~may~~for ~~terminate~~ the ~~Merger~~then- ~~Agreement~~current ~~under~~fiscal ~~certain~~year ~~circumstances~~of ~~and~~certain ~~subject~~expected tofinancial ~~certain~~results ~~restrictions,~~and ~~including~~operational ifmetrics ~~the Company~~in ~~Board~~our ~~effects~~regular aearnings press ~~Company~~releases ~~Change~~and ofother ~~Recommendation~~investor materials.

~~Upon a termination of the Merger Agreement~~However, ~~the~~in ~~Company~~connection ~~will~~with ~~be required to pay a termination fee to Parent of $4.85 million, if~~ the ~~termination is (i) by~~ ~~Parent~~evaluation ~~because~~of a ~~Company~~possible ~~Change~~transaction, ofour ~~Recommendation~~management ~~has~~prepared ~~occurred~~and ~~prior~~provided to ~~the~~our ~~Company~~board ~~obtaining~~of ~~shareholder~~directors ~~approval;~~certain ~~(ii)~~forward-looking ~~by the Company~~financial ~~prior~~information tofor ~~obtaining shareholder approval in order to enter into a definitive written agreement with respect to a Company Superior Proposal; (iii) (x) by Parent or~~ the Company ifon ~~the~~a ~~Merger~~consolidated ~~has~~basis ~~not occurred by February 24, 2022 or (y) by Parent if Company Shareholder Approval~~ for ~~the~~2021 ~~Merger~~through is2030 ~~not obtained, and in the case of either of the foregoing subclauses~~ (x)which ~~and~~we ~~(y),~~refer ~~(1) a Company Acquisition Proposal has been publicly announced prior~~ to ~~such termination or the shareholders meeting,~~ as ~~applicable and (2) within 12 months of termination~~ the ~~Company~~2021 ~~enters~~through ~~into~~2030 ~~any~~projected ~~definitive agreement with respect to an alternative business combination transaction or consummates an alternative~~financial ~~business combination; (v~~information), bywhich ~~Parent because there~~ is ansummarized ~~uncured~~below. orSuch ~~incurable~~projections ~~breach~~were byalso ~~the~~provided ~~Company~~to ofTD ~~any~~Securities ~~of its covenants or representations that would result in the failure of a closing condition that would be incapable of being satisfied by the earlier of~~ (xUSA) 30LLC ~~days~~(“TD ~~after~~Securities”) ~~the~~for ~~party~~use ~~alleged to be~~ in ~~breach~~connection ~~has~~with ~~received~~its ~~written~~financial ~~notice~~analyses ~~thereof~~ and ~~(y)~~fairness ~~February~~opinion ~~24,~~as ~~2022~~well ~~which~~as ~~termination~~to ~~(1)~~our ~~occurs~~board ~~following the public announcement~~ of adirectors. ~~Company~~In ~~Acquisition Proposal and (2) within 12 months following such termination~~addition, ~~the~~certain ~~Company enters into~~projected ~~any~~financial ~~definitive~~information ~~agreement~~for ~~with respect to an alternative business combination transaction or consummates an alternative business combination. Notwithstanding~~ the ~~foregoing~~2020 ~~the~~fiscal ~~termination~~year ~~fee~~was ~~will~~provided ~~be reduced~~ to ~~$2.02~~Parent ~~million~~ in ~~the~~connection ~~case of termination by the Company prior to the end of the Go-Shop Period in order to enter into a definitive written agreement~~ with ~~respect~~its todue adiligence ~~Company Superior Proposal or by Parent if prior to the end of the Go-Shop Period a Company Change of Recommendation shall have occurred resulting from a Company Superior Proposal~~review.

~~Upon~~These ~~certain~~financial ~~circumstances~~projections were not intended for public disclosure, and, accordingly, do not necessarily comply with published guidelines of the ~~Company~~SEC, isthe ~~required~~guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or generally accepted accounting principles, or GAAP. Neither our independent registered public accounting firm nor any other independent accountants have audited, compiled or performed any procedures with respect to ~~reimburse~~the ~~Parent’s~~projections ~~expenses~~nor inexpressed ~~connection~~an opinion or any form of assurance on the financial projections or their achievability, and they assume no responsibility for, and disclaim any association with, such financial projections. A summary of the ~~prospective~~financial ~~transactions~~projections ~~contemplated~~is byincluded in this proxy statement only because the ~~Merger~~financial ~~Agreement~~projections were made available to our board of directors, TD Securities and Parent as described in this proxy statement. The inclusion of the ~~event~~financial projections in this proxy statement does not constitute an admission or representation by us that the ~~Merger~~information is ~~not consummated~~material.

Under the Assignment Agreement, the Manager will waive certain restrictive covenants of certain individuals to permit Parent or one or more of Parent’s affiliated designees to hire such individuals following the closing of the Merger, and the Manager will also convey to Parent certain assets, which individuals and assets are employed or used (as applicable) by Manager and2/~~or its affiliates in the conduct of the Company’s solar lending business.~~ 8

~~The~~In ~~foregoing~~the ~~description~~ view of our management, the ~~Merger~~financial ~~Agreement~~projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding our future financial performance at the ~~transactions~~time ~~contemplated~~they ~~thereby~~were ~~does~~prepared. ~~not~~The ~~purport~~financial projections have been included only to bereflect ~~complete~~information made ~~and~~available isat ~~subject~~the time of certain events and decisions to our board of directors, TD Securities and ~~qualified~~Parent, inare not facts and should ~~its~~not ~~entirety~~be byrelied upon as indicative of actual future results, and you are cautioned not to rely on the ~~full~~financial ~~text~~projections. Some or all of the ~~Merger~~assumptions ~~Agreement~~that have been made in connection with the preparation of the financial projections may have changed since the date the financial projections were prepared. None of the Company, aParent ~~copy~~nor any of ~~which~~our isor ~~attached~~their ~~hereto~~respective ~~as Exhibit~~affiliates, 2advisors or other representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the financial projections.1 None of the Company, Parent nor any of their respective affiliates has or intends to, and iseach ~~incorporated~~of them disclaims any obligation to, update, ~~herein~~revise byor ~~reference~~correct the financial projections if any or all of them have become or become inaccurate (even in the short term) since the time of their preparation. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date.

~~Termination~~The ~~Agreement~~financial projections do not reflect changes in general business or economic conditions since the time they were prepared, changes in our businesses or prospects since the time they were prepared, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial projections were prepared, and the financial projections are not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below and should not be regarded as a representation that the financial forecasts will be achieved. The projections also reflect assumptions as to certain business decisions that are subject to change. In addition, our future financial performance may be affected by our ability to successfully implement a number of initiatives to improve our operations and financial performance and our ability to achieve strategic goals, objectives and targets over the applicable periods.

~~The~~Because ~~Company~~the isfinancial ~~externally~~projections ~~managed~~reflect bysubjective ~~the~~judgment ~~Manager~~in ~~pursuant~~many respects, they are susceptible to amultiple ~~Management~~interpretations ~~Agreement~~and ~~dated~~frequent ~~January~~revisions 8,based ~~2018~~on ~~(as~~actual experience ~~amended~~and business developments. The financial projections also cover multiple years, ~~the~~and ~~“Management~~such ~~Agreement”).~~information by its nature becomes less predictive with each succeeding year. The ~~Management~~financial ~~Agreement~~projections ~~provides,~~constitute ~~among~~forward-looking ~~other~~information ~~things,~~and are subject to a wide variety of significant risks and uncertainties that could cause the ~~Company~~actual ~~must~~results ~~pay~~to differ materially from the ~~Manager~~projected aresults. ~~termination~~For additional ~~fee~~information ifon factors that may cause our future financial results to materially vary from the ~~Company~~projected ~~desires~~results summarized tobelow, ~~terminate~~see the ~~Management~~section ~~Agreement~~entitled ~~other~~“Cautionary ~~than~~Statement ~~for~~Regarding ~~cause.~~Forward-Looking ~~Parent~~Statements,” ~~requires~~beginning ason apage ~~condition~~18 of the ~~Merger~~Proxy Statement. Accordingly, there can be no assurance that the ~~Company~~projected ~~terminate~~results ~~the~~summarized below will be realized or that actual results ~~Management~~will ~~Agreement~~not ~~immediately~~differ ~~prior~~materially tofrom the ~~Effective~~projected ~~Time.~~results ~~The~~summarized ~~Manager~~below, ~~has~~and ~~agreed~~the tofinancial ~~terminate~~projections ~~the~~cannot ~~Management~~be ~~Agreement~~considered ~~upon~~a ~~payment~~guarantee of ~~the~~future ~~termination~~operating ~~fee~~results inand ~~order~~should tonot ~~allow~~be ~~the~~relied ~~Merger~~upon toas ~~proceed,~~such. ~~which~~Neither ~~termination~~we ~~fee~~nor isour ~~comprised~~affiliates ofor aadvisors ~~cash~~or ~~payment~~any ofother ~~$16.5~~person ~~million~~has made ~~and~~any ~~the~~representation ~~transfer~~to byany ~~MMA~~of our stockholders or any other person regarding our actual performance compared to the ~~Manager~~results ofincluded ~~MMA’s~~in the ~~South~~financial ~~African~~projections. ~~assets,~~We ~~which~~have ~~had~~not amade ~~carrying~~any ~~value~~representation ofto ~~$3.9~~Parent ~~million~~or atits ~~March~~affiliates, 31in the merger agreement or otherwise, ~~2021~~concerning the projections.

The ~~Termination~~financial ~~Agreement~~projections should ~~contains~~be ~~usual~~evaluated, ~~and~~if ~~customary~~at ~~releases~~all, byin ~~each~~conjunction ~~party~~with of the historical financial statements and other, information contained in our public filings with the ~~exception~~SEC. ofThe ~~certain~~financial ~~indemnities~~projections ~~and~~do ~~reimbursement~~not ~~obligations related~~take tointo ~~expenses~~account ~~incurred~~any oncircumstances ~~behalf~~or ofevents ~~MMA~~occurring ~~and~~after ~~its~~the ~~subsidiaries~~date ~~prior~~they towere prepared, including the ~~closing~~mergers. ofFurther, the ~~Merger~~financial ~~that~~projections bydo ~~their~~not ~~terms~~take ~~survive~~into ~~termination~~ account the effect of any failure of the ~~Management~~mergers ~~Agreement~~to be consummated and should not be viewed as accurate or continuing in that context.

~~The~~These ~~foregoing~~disclosures ~~description~~should be read ofin connection with the ~~Termination~~Proxy ~~Agreement~~Statement, ~~and~~which ~~the~~should ~~transactions~~be ~~contemplated~~read ~~thereby~~in ~~does~~its ~~not~~entirety. ~~purport~~To tothe beextent ~~complete~~that ~~and~~information isherein ~~subject~~differs ~~to,~~from ~~and~~or ~~qualified~~updates information contained in ~~its~~the ~~entirety~~Proxy byStatement, the ~~full~~information ~~text~~contained ofherein supersedes the ~~Termination~~information ~~Agreement,~~contained ain ~~copy~~the ofProxy ~~which~~Statement. Capitalized isterms ~~attached~~used ~~hereto~~but ~~as Exhibit~~not 10defined herein have the meanings set forth in the Proxy Statement, unless otherwise defined below.~~1 and~~ All ispage ~~incorporated~~references ~~herein~~in bythe ~~reference~~information below are to pages in the Proxy Statement.

The ~~Merger Agreement,~~following ~~the~~supplemental ~~Termination~~disclosure includes ~~Agreement and the Voting Agreements (described below) have been included with~~ this ~~filing~~additional tonew ~~provide investors~~paragraph ~~and~~immediately ~~security~~before ~~holders with information regarding~~ the ~~terms~~tenth ofparagraph the Merger. They are not intended to provide any other factual information about MMA, Parent, Merger Sub or Manager. The representations, warranties, covenants and agreements contained in the Merger Agreement, the Termination Agreement or the Voting Agreements were made only for purposes of the respective agreements and as of specific dates, and are solely for the benefit of the parties to the respective agreements, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders should not rely on ~~the~~Page ~~representations,~~30 ~~warranties, covenants and agreements or any descriptions thereof as characterizations~~ of the ~~actual~~Proxy ~~state~~Statement ~~of facts or condition of MMA, Parent, Merger Sub, Manager or any of their respective subsidiaries or affiliates. Moreover, information~~ concerning ~~the subject matter of the representations and warranties may~~Externalization ~~change after the date~~ of ~~the agreements, which subsequent information may or may not be fully reflected in MMA’s public disclosures~~Management.

~~Additional~~Between June ~~Information~~and October of 2020, the Company and/or the Manager entered into confidentiality agreements with eight businesses interested in exploring potential investment opportunities in the Company’s solar portfolio (the “recipients”). Those confidentiality agreements authorized the recipients to receive confidential information about the ~~Merger~~solar portfolio from the Company and ~~Where~~prohibited each recipient from using such confidential information for any purpose other than for purposes of discussions with the Manager and the Company about a potential investment in the solar portfolio. None of the confidentiality agreements contained any provision prohibiting any party from publicly requesting or proposing any waiver of, or amendment to, ~~Find~~any ~~It:~~provision in the agreement.

~~This~~The ~~communication~~following ~~relates~~supplemental ~~to the proposed merger~~disclosure ~~transaction~~includes ~~involving~~this ~~the~~additional ~~Company.~~new Inparagraph ~~connection~~immediately ~~with~~following the ~~proposed~~sixth ~~merger,~~paragraph ~~the Company will file relevant materials with the SEC, including a proxy statement~~ on ~~Schedule~~Page ~~14A~~39 (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to the Company’s shareholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Statement ~~and~~concerning ~~other documents filed by the Company with the SEC through~~Externalization ~~the website maintained by the SEC at http://www.sec.report. Copies~~ of ~~the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www~~Management.~~mmacapitalholdings.com, or by contacting the Company’s Investor Relations Department at 443-263-2900.~~

The ~~Company and its directors and certain of its~~ ~~executive~~two ~~officers~~confidentiality ~~may~~agreements ~~be considered participants in~~ the ~~solicitation~~Company ofexecuted ~~proxies~~during ~~with respect to~~ the ~~proposed~~Go-Shop ~~Merger~~Period ~~under~~contained ~~the~~standstill ~~rules of the SEC~~provisions. ~~Information~~Each ~~about~~confidentiality agreement ~~the~~also ~~directors~~included ~~and~~a ~~executive~~provision ~~officers~~prohibiting of the ~~Company~~counterparty isfrom ~~set~~publicly ~~forth~~requesting inor ~~its~~proposing ~~Annual~~any ~~Report~~waiver onof, ~~Form~~or ~~10-K~~amendment to ~~for~~ the ~~year~~ ~~ended~~standstill ~~December 31~~provision, ~~2020,~~but ~~which~~such ~~was~~provisions ~~filed~~expressly ~~with~~authorized ~~the~~each ~~SEC~~counterparty ~~on March 31, 2021, its Amendment No. 1~~ to ~~Annual~~make ~~Report~~a onproposal ~~Form 10-K for the year ended December 31, 2020, which was filed with the SEC~~ on ~~April~~a ~~30, 2021, and other filings filed with the SEC. Additional information~~confidential ~~regarding~~basis ~~the~~directly ~~participants~~to in the ~~proxy~~Company’s ~~solicitations~~Board ~~and a description~~ of ~~their~~Directors. ~~direct~~Those ~~and~~provisions ~~indirect~~remain ~~interests, by security holdings or otherwise, will also be included~~ in ~~the Proxy Statement and other relevant materials to be filed with the SEC when they become available~~effect.

~~Item~~ 3~~.03 Material Modification to Rights of Security Holders.~~/8

~~Prior~~The tofollowing ~~the~~supplemental execution and delivery of the Merger Agreement, the Company effected an amendment dated May 24, 2021 (the “Amendment”), to its Tax Benefits Rights Agreement dated as of May 5, 2015, as amended by that certain First Amendment thereto dated January 1, 2019, and as further amended by that certain Second Amendment thereto dated March 12, 2020 (the “Rights Agreement”), by and between the Company and Broadridge Corporate Issuer Solutions, Inc., pursuant to which the Rights Agreement was amended to provide that, among other things, (i) neither Parent nor Merger Sub nor any of their affiliates or associates will be deemed to be or become “Acquiring Person” as a result of the approval, adoption, execution, delivery, and/or amendment of the Merger Agreement or the Voting Agreements, the public announcement or disclosure ofamends those agreements or the performance or consummation of those agreements, (ii) neither Parent nor Merger Sub nor any of their affiliates or associates will be deemed to be or become a “Beneficial Owner” of, or have “Beneficial Ownership” of, or to “beneficially own” any shares of Company common stock under the Rights Agreement as a result of the approval, adoption, execution, delivery, and~~/or~~ ~~amendment~~restates of the Merger Agreement or the Voting Agreements, the public announcement or disclosure of those agreements or the performance or consummation of those agreements, (iii) neither a “Distribution Date” nor a “Stock Acquisition Date” under the Rights Agreement will occur or be deemed to have occurred as a result of the approval, adoption, execution, delivery, and/or amendment of the Merger Agreement or the Voting Agreements, the public announcement or disclosure of those agreements or the performance or consummation of those agreements, (iv) the rights issued under the Rights Agreement will expire immediately prior to the effective time under the Merger Agreement, if the effective time occurs, and (v) nothing in ~~the~~its ~~Rights~~entirety ~~Agreement will be construed to give holders of rights certificates (or holders of Company Common Stock prior to~~ the ~~distribution~~fourth ~~date~~full ofparagraph ~~the~~on ~~rights)~~page ~~under~~39 ~~the Rights Agreement any rights, remedies or claims as a result~~ of the ~~approval,~~Proxy ~~adoption,~~Statement ~~execution,~~concerning ~~delivery,~~Externalization ~~and/or amendment~~ of the Merger Agreement or the Voting Agreements, the public announcement or disclosure of those agreements or the performance or consummation of those agreements. The Amendment will terminate automatically and will have no force or effect upon a termination of the Merger Agreement.Management:

AOn ~~copy~~May 23, 2021, the Transaction Committee held a telephonic meeting, together with representatives of TD Securities, King & Spalding and Gallagher, to discuss and review the draft ~~Amendment~~Merger isAgreement ~~attached~~and asrelated ~~Exhibit~~documentation 4and to consider the proposed transaction.1 Representatives of King & Spalding provided a presentation regarding the terms of the draft Merger Agreement and other transaction documents and reviewed with the directors their duties in connection with their consideration and potential approval of the transaction with Fundamental. Representatives of Gallagher provided a presentation regarding the terms of the Hunt Agreements. TD Securities again reviewed with the directors TD Securities’ financial analyses of the consideration proposed in the Merger. Following extensive discussion, the Transaction Committee unanimously resolved to recommend the Merger Agreement and the transactions contemplated by the Merger Agreement to the full Board. Immediately following this ~~Current~~approval, a telephonic meeting of the full Board convened, and Mr. Falcone and Mr. Hunt joined the meeting along with the Transaction ~~Report~~Committee. Representatives of King & Spalding led a discussion on ~~Form~~the ~~8-K~~interests of directors and isexecutive ~~incorporated~~officers ~~herein~~in bythe ~~reference.~~Merger Agreement ~~The~~that ~~foregoing~~are ~~summary~~different from, or in addition to, the Company’s stockholders generally, including the consideration payable to the Manager upon completion of the ~~Amendment~~transactions. ~~does~~Representatives ~~not~~of ~~purport~~TD Securities then delivered to bethe ~~complete~~Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated May 23, 2021, to the effect that, as of the date of such opinion and isbased upon and subject to the limitations, qualifications and ~~qualified~~assumptions set forth in ~~its~~such ~~entirety~~opinion, the Merger Consideration to be received by ~~reference~~the holders of the Company’s common stock pursuant to the ~~Amendment~~Merger Agreement was fair, from a financial point of view, to the holders of the Company’s common stock (other than Hunt, Fundamental or any affiliate of Hunt or Fundamental). Following these presentations and discussions and receipt of the recommendation of the Transaction Committee, the full Board, with each of Mr. Hunt and Mr. Falcone abstaining, (i) determined that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the holders of shares of the Company’s common stock; (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the transactions contemplated therein, including the Merger; and (iii) resolved to recommend that the holders of the Company common stock adopt the Merger Agreement and approve the Merger. In the two years prior to the date of TD Securities’ opinion, the Company had not engaged TD Securities in any capacity other than in connection with the potential transactions to be effectuated with the Merger. In the two years prior to the date of TD Securities’ opinion, however, certain employees of TD Securities advising MMAC provided investment banking and other financial services to the Company while previously employed at a different investment bank. The employees’ previous investment bank received approximately $100,000 in fees for such services.

~~Item~~The ~~7.01.~~following ~~Regulation~~supplemental FDdisclosure amends ~~Disclosure.~~and restates in its entirety the fourth full paragraph on page 46 of the Proxy Statement concerning the Net Asset Value Analysis:

OnSolar Ventures. ~~May~~The 24loan portfolio in Solar Ventures consisted of (i) certain loans associated with a single sponsor and secured by three renewable energy projects in the Electric Reliability Council of Texas (“ERCOT”) service area that were in non-accrual status as of March 31, 2021 (collectively the “ERCOT Loans”), and (ii) the ~~Company~~remaining ~~issued~~loan portfolio (the “Other Loans”). TD Securities performed a ~~press~~net ~~release~~asset ~~announcing~~value ~~entry~~analysis of the loan ~~into~~portfolio of Solar Ventures using the ~~Merger~~MMAC ~~Agreement~~Projections, awhich ~~copy~~for ofthis ~~which~~purpose isincluded ~~attached~~payments expected by MMAC to ~~this~~be ~~report~~received ason ~~Exhibit~~its loan ~~99.1~~portfolio ~~and~~in isERCOT ~~incorporated~~over ~~herein~~the bycourse ~~reference~~of the applicable loan periods.

The ~~information~~following ~~under~~supplemental ~~Item 7.01 of this report~~disclosure ~~(including~~amends ~~Exhibit 99.1 hereto) is being “furnished”~~ and ~~shall~~restates ~~not~~in beits ~~deemed~~entirety ~~“filed” for purposes of Section 18 of~~ the ~~Securities~~fifth ~~Exchange~~full ~~Act~~paragraph ofon ~~1934,~~page as46 ~~amended, or otherwise subject to the liabilities~~ of ~~that section. The information under Item 7.01 of this report (including Exhibit 99.1 hereto) is not deemed incorporated by reference in any filing under~~ the ~~Securities~~Proxy ~~Act,~~Statement ~~or the~~concerning ~~Securities Exchange Act of 1934, as amended, except to~~ the ~~extent~~Net ~~expressly~~Asset ~~set~~Value ~~forth by specific reference in such a filing.~~Analysis:

~~Item~~TD 8Securities noted that the Company indicated that the unpaid principal balance of the Other Loans was approximately $343.015 million as of March 31, 2021. TD Securities estimated the value of the Other ~~Events~~Loans by multiplying the unpaid principal balance outstanding as of March 31, 2021 by a range of 97% to 100%, based on TD Securities’ experience and professional judgment. The resulting range of values for the Other Loans was approximately $333.2 million to $343.5 million as of March 31, 2021.

~~Voting~~The ~~Agreements~~following supplemental disclosure amends and restates in its entirety the sixth full paragraph on page 46 of the Proxy Statement concerning the Net Asset Value Analysis:

InFor the ~~connection~~ERCOT ~~with~~Loans, TD Securities valued each loan individually. TD Securities noted the Company indicated that the unpaid ~~execution~~principal balance of the ~~Merger~~ERCOT ~~Agreement,~~Loans ~~Parent~~was ~~and~~approximately ~~each~~$498.8 million as of ~~Gary~~March ~~Mentesana~~31, ~~Hunt~~2021. ~~Capital~~In ~~Holdings,~~performing ~~LLC~~its analysis, ~~James~~TD Securities Ctook into account payment status and the expected return with respect to the applicable project. ~~Hunt,~~TD Securities calculated the net present value of such loans by discounting the forecasted interest and ~~Michael~~principal ~~Falcone~~payments. ~~have~~TD Securities used ranges of ~~entered~~discount ~~into~~rates ~~Voting~~from ~~Agreements~~8.0% to 16.5%, ~~each~~depending ~~dated~~on asthe loan. The range of discount rates reflected the ~~date~~stated interest rates of these loans as well as the ~~Merger~~estimated ~~Agreement~~return expectations of an equity sponsor (in those instances where the ~~“Voting~~loan ~~Agreements”~~was issued to fund the sponsor equity in the project), based on information provided by the Manager and TD Securities’ experience and professional judgement. On Principal payments at maturity were estimated based on proceeds that would potentially be realized from the sale or ~~terms~~recapitalization ~~and~~of ~~conditions~~the ~~set~~underlying ~~forth~~ERCOT inprojects using information and estimates provided by the ~~Voting~~Manager ~~Agreements,~~and ~~these~~TD ~~shareholders~~Securities’ experience ~~have~~and ~~agreed~~professional tojudgement. ~~vote~~As ~~all~~one of the ~~shares~~ERCOT projects was sold on April 23, 2021, the value of ~~Company~~the ~~Common~~associated ~~Stock~~ERCOT ~~owned~~Loans reflected the loss realized as a result of ~~record~~partial orrepayment ~~beneficially~~of bythe ~~them~~unpaid principal balance. The resulting range of values for the ~~adoption~~ERCOT Loans was approximately $396.0 million to $446.4 million as of ~~the~~March ~~Merger~~31, ~~Agreement~~2021.

The foregoing description of the Voting Agreements and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreements, copies of which are attached hereto as Exhibits 99.2, 99.3, 99.4 ~~and 99.5 and are incorporated herein by reference.~~/8

~~Cautionary~~The ~~Statements~~following ~~Regarding~~supplemental disclosure ~~Forward~~amends ~~Looking~~and ~~Statements~~restates in its entirety the first full paragraph on page 47 of the Proxy Statement concerning the Net Asset Value Analysis:

~~This~~TD ~~Current~~Securities ~~Report~~added onthe ~~Form~~value ~~8-K~~of ~~(this “Current~~the ~~Report”)~~Other ~~contains~~Loans ~~forward-looking~~and ~~statements~~the ~~intended~~ERCOT Loans, as determined above, to ~~qualify~~the ~~for~~net Carrying value of cash, other assets, and short-term liabilities of the Solar ~~safe~~Ventures ~~harbor~~as ~~contained~~of March 31, 2021 (in ~~Section~~the ~~27A~~amount of approximately $107.5 million) in order to calculate the ~~Securities Act~~gross value of ~~1933,~~Solar asVentures. TD ~~amended,~~Securities ~~and~~then ~~Section~~deducted ~~21E~~from the gross value of Solar Ventures the ~~Securities~~value ~~Exchange~~of ~~Act~~non-pro rata capital contributions made by MMAC’s capital partner of ~~1934,~~approximately $238.0 million as ~~amended~~of (March 31, 2021, based on information provided by the ~~“Exchange~~Manager, ~~Act”).~~in ~~Forward-looking~~order to calculate ~~statements~~the ~~include~~total ~~statements~~value ~~regarding~~of the ~~Credit~~partners’ ~~Agreement~~interest ~~and~~in ~~other~~Solar ~~statements~~Ventures. ~~identified~~For bypurposes ~~words~~of ~~such~~the asnet ~~“may,”~~asset ~~“will~~value of MMAC,” TD Securities reflected the ~~“should,”~~value ~~“anticipate,”~~of ~~“estimate,”~~MMAC’s ~~“expect,”~~interest ~~“project,”~~in ~~“intend,”~~ the ~~“plan,”~~total ~~“believe,”~~partners’ ~~“seek,”~~interest ~~“would,”~~in ~~“could,”~~Solar ~~and~~Ventures ~~similar~~pursuant ~~words~~to orthe ~~expressions~~foregoing calculations as a ~~and~~50% ~~are~~member. ~~made~~The resulting range of values for MMAC’s interest in ~~connection~~the ~~with~~Solar ~~discussions~~Ventures ofwas ~~future~~approximately ~~events~~$299.0 ~~and~~million ~~future~~to ~~operating~~$329.3 ormillion as ~~financial~~of ~~performance~~March 31, 2021.

~~Forward-looking~~The ~~statements~~following ~~reflect our~~supplemental ~~management’s~~disclosure ~~expectations~~amends at the date of this Current Report regarding future conditions, events or results, including the proposed transaction. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and ~~uncertainties.~~restates ~~Our actual results and financial condition may differ materially from what is anticipated~~ in ~~the forward-looking~~its ~~statements.~~entirety ~~There are many factors that could cause actual conditions, events or results to differ from those anticipated by~~ the ~~forward-looking~~second ~~statements~~full ~~contained~~paragraph inon ~~this~~page ~~Current~~47 Report. Certain risks and uncertainties include, but are not limited to, the following: (i) MMA may be unable to obtain shareholder approval as required for the proposed transaction; (ii) other conditions to the closing of the ~~proposed~~Proxy ~~transaction~~Statement ~~may~~concerning ~~not be satisfied, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; (iii)~~ the ~~proposed~~Net ~~transaction~~Asset ~~may involve unexpected costs, liabilities or~~Value delays; (iv) the business of MMA may suffer as a result of uncertainty surrounding the proposed transaction; (v) shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (vi) MMA may be adversely affected by other economic, business, and/or competitive factors; (vii) the occurrence of any event, change or other circumstances which, under the terms thereof, could give rise to the termination of the Merger Agreement; (viii) MMA’s ability to recognize the anticipated benefits of the proposed transaction; (ix) the risk that the proposed transaction disrupts MMA’s current plans and operations or diverts management’s or employees’ attention from ongoing business operations; (x) the risk of potential difficulties with MMA’s ability to retain and hire key personnel and maintain relationships with third parties as a result of the proposed transaction; and (xi) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. For a discussion of certain additional risks and uncertainties and the factors that could cause our actual results to differ materially because of those risks and uncertainties or may affect the proposed transaction, see Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report”), filed with the United States Securities and Exchange Commission to which reference is hereby made, as updated or supplemented by subsequent reports that MMA has filed or files with the United States Securities and Exchange Commission. All forward-looking statements made herein are expressly qualified in their entirety by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized.Analysis:

~~Readers~~Real ~~are~~Estate ~~cautioned~~Investments. ~~not to place undue reliance~~At onthe ~~forward-looking~~direction ~~statements~~of inthe ~~this~~Transaction ~~Current~~Committee, ~~Report~~TD orSecurities ~~that~~relied weon ~~may~~the ~~make~~appraised ~~from~~values ~~time~~provided toin ~~time,~~the ~~and~~Appraisal toReports ~~consider~~for ~~carefully~~purposes of ~~the~~valuing ~~factors~~MMAC’s ~~discussed in~~Real ~~Part~~Estate I,Investments. ~~Item~~The ~~1A.~~Appraisal ~~“Risk~~Reports ~~Factors”~~indicated ofthat the ~~2020~~appraised ~~Annual~~value ~~Report~~of inSF ~~evaluating~~was ~~these~~approximately ~~forward-looking statements~~$11.2 million ~~The~~as ~~Company~~of ~~expressly disclaims~~December ~~any~~31, ~~obligation~~2020 toand ~~update~~the orappraised ~~revise~~value ~~any~~of ~~forward-looking~~Heritage ~~statements,~~Commons ~~whether~~was asapproximately a$7.15 ~~result~~million as of ~~new~~January ~~information~~16, ~~future events or otherwise~~2021.

~~Item~~The following ~~9.01.~~supplemental ~~Financial~~disclosure ~~Statements~~amends and ~~Exhibits~~restates in its entirety the third full paragraph on page 47 of the Proxy Statement concerning the Net Asset Value Analysis:

~~(d) Exhibits~~Subordinated Debt. TD Securities calculated the net present value of the forecasted interest and principal payments to be paid by MMAC on its subordinated debt securities using a range of discount rates from 8.0% to 8.5%. This range of discount rates was based on TD Securities’ experience and professional judgment, taking into account a review of MMAC’s methodology for estimating a market discount rate on these securities and other market information with respect to yields on subordinated/high-yield debt for estimating a market discount rate on MMAC’s subordinated debt. The resulting net present value implied a fair value gain on MMAC'’s subordinated debt of approximately $30.8 million to $33.0 million as of March 31, 2021, which was reflected in the net asset value of MMAC.

Exhibit Number		Description of Exhibit
2.1*		Agreement and Plan of Merger dated as of May 24, 2021, by and among with FP Acquisition Parent, LLC, FP Acquisition Merger Sub, LLC and MMA Capital Holdings, Inc.
4.1		Third Amendment to Tax Benefits Rights Agreement dated as of May 24, 2021 by and between MMA Capital Holdings, Inc. and Broadridge Corporate Issuer Solutions, Inc.
10.1*		Termination Agreement dated as of May 24, 2021, by and between MMA Capital Holdings, Inc. and Hunt Investment Management, LLC
99.1		Press Release, dated May 24, 2021
99.2*		Voting and Support Agreement dated as of May 24, 2021 by and among Parent and Gary Mentesana
99.3*		Voting and Support Agreement dated as of May 24, 2021 by and among Parent and Hunt Capital Holdings, LLC
99.4*		Voting and Support Agreement dated as of May 24, 2021 by and among Parent and James C. Hunt
99.5*		Voting and Support Agreement dated as of May 24, 2021 by and among Parent and Michael Falcone

The following supplemental disclosure amends and restates in its entirety the fourth full paragraph on page 47 of the Proxy Statement concerning the Net Asset Value Analysis:

*Net ~~Schedules~~Operating ~~have~~Losses. ~~been~~TD ~~omitted~~Securities noted ~~pursuant~~that the Company indicated that the amount of net operating losses available to ~~Item~~be ~~601(b)(2)~~utilized by MMAC in the future was approximately $359 million as of ~~Regulation~~December ~~S-K~~31, 2020. ~~The~~TD ~~Company~~Securities ~~hereby~~calculated ~~undertakes~~the topresent ~~furnish~~value ~~supplementally~~of ~~copies~~future oftax ~~any~~savings offrom ~~the~~MMAC’s ~~omitted~~net ~~schedules~~operating losses ~~upon~~based ~~request~~on projections prepared by the ~~U.S.~~ ~~Securities~~Manager ~~and~~that ~~Exchange~~included ~~Commission;~~MMAC’s ~~provided,~~forecasted ~~however~~cash tax savings, ~~that~~taking into account any limitations on the ~~Company~~usage ~~may~~of ~~request~~MMAC'’s ~~confidential~~net ~~treatment~~operating ~~pursuant~~losses, toincluding ~~Rule~~limitations ~~24b-2~~ imposed upon a change of ~~the~~control. TD Securities ~~Exchange~~utilized ~~Act~~discounts rates ofranging ~~1934,~~from as13.0% ~~amended~~to 15.0%, ~~for~~which ~~any~~was ~~schedules~~TD soSecurities’ ~~furnished~~estimated range of MMAC’s cost of equity.

~~SIGNATURES~~The following supplemental disclosure amends and restates in its entirety the fifth full paragraph on page 47 of the Proxy Statement concerning the Net Asset Value Analysis:

~~Pursuant~~Other Assets and Liabilities. The book values as of March 31, 2021 for MMAC’s other assets and liabilities provided to TD Securities by MMAC and as publicly disclosed in the ~~requirements~~Company’s Form 10-Q for the quarter then ended were ofused for the ~~Securities~~net ~~Exchange~~asset ~~Act~~value of ~~1934~~MMAC, ~~the~~except ~~registrant~~for: ~~has~~(i) ~~duly~~capitalized ~~caused~~debt ~~this~~issue ~~report~~costs, towhich bewere ~~signed~~excluded, and (ii) MMAC’s equity interest in a residential real estate investment trust listed on ~~its~~the ~~behalf~~Main byBoard of the ~~undersigned~~Johannesburg Stock Exchange, ~~thereunto~~the value of which ~~duly~~was ~~authorized~~calculated using the closing share price on May 21, 2021.

	MMA Capital Holdings, Inc.
Date: May 24, 2021	By:	/s/ Gary A. Mentesana
		Name:	Gary A. Mentesana
		Title:	Chief Executive Officer and President

The following supplemental disclosure amends and restates in its entirety the sixth full paragraph on page 47 of the Proxy Statement concerning the Net Asset Value Analysis:

Operating Expenses. In order to calculate the impact of operating expenses of MMAC on the net asset value of MMAC, TD Securities utilized the gross amount of MMAC’s external management fees and reimbursable expenses, general and administrative expenses, professional fees and other expenses (collectively, “Operating Expenses”), set forth in the Manager’s estimate for 2021 Operating Expenses expected to be paid in 2021 of approximately $12.3 million (“2021E Opex”). TD Securities calculated an implied value for the Operating Expenses for purposes of the net asset value of MMAC by capitalizing the 2021E Opex using a range of multiples from 5.0x to 6.0x, based on TD Securities’ experience and professional judgement (the “Standalone Opex Value”). TD Securities also calculated a value for the Operating Expenses that reflected an estimate of potential savings in certain expenses as compared to the 2021E Opex (the "“Adjusted 2021E Opex"”) as a result of internalizing management of MMAC (the “Internalized Opex Value”). For purposes of calculating the Internalized Opex Value, TD Securities used the same range of multiples from 5.0x to 6.0x in order to capitalize the Adjusted 2021E Opex and included the cost of the termination fee payable under the Management Agreement. TD Securities reflected the mid-point of the Standalone Opex Value and Internalized Opex Value as a deduction in the net asset value of MMAC.

5/8

The following supplemental disclosure amends and restates in its entirety the table following the third full paragraph on page 48 of the Proxy Statement concerning the Precedent Transactions Multiples Analysis:

Precedent Transactions Premiums Prior to Announcement
Announcement Date	Target	Acquirer	1-Day Prior	30-Day Prior	Price to Book Value per Share
12/7/2020	Anworth Mortgage Asset Corporation	Ready Capital Corporation	25%	73%	.97x
11/7/2018	Owens Realty Mortgage, Inc.	Ready Capital Corporation	44%	37%	.96x
7/23/2018	Corporate Capital Trust, Inc.	FS Investment Corporation	11%	14%	1.00x
5/2/2018	MTGE Investment Corp.	Annaly Capital Management, Inc.	8%	10%	.99x
4/26/2018	CYS Investments, Inc.	Two Harbors Investment Corp.	13%	11%	.97x
2/27/2018	PHH Corporation	Ocwen Financial Corporation	24%	25%	.65x
2/13/2018	Nationstar Mortgage Holdings Inc.	WMIH Corp.	5%	(3)%	1.15x
10/17/2017	NewStar Financial Inc.	First Eagle Investment Management	3%	13%	.80x
1/27/2017	Stonegate Mortgage Corporation	Home Point Financial Corporation	34%	34%	.80x
5/23/2016	American Capital, Ltd.	Ares Capital Corporation	11%	11%	.86x
4/11/2016	Hatteras Financial Corp.	Annaly Capital Management, Inc.	11%	11%	.85x
3/2/2016	JAVELIN Mortgage Investment Corp.	ARMOUR Residential REIT, Inc.	20%	18%	.87x
2/26/2016	Apollo Residential Mortgage, Inc.	Apollo Commercial Real Estate Finance, Inc.	36%	27%	.89x

The following supplemental disclosure adds the following language as a new paragraph on page 52 of the Proxy Statement concerning Other Information:

Financial Projections

The following tables summarizes certain financial projections of the Company on a consolidated basis that were provided to our board of directors, TD Securities and Parent in connection with the evaluation of a possible transaction. Figures may not sum exactly due to rounding. See “Projections and Forward-Looking Financial Information” above.

6/8

The following table summarizes the expected principal draws and payments from the Solar Ventures’ loan portfolio for the periods presented, assuming draws and repayments are made in accordance with the contractual terms of the loans, as of March 31, 2021. All dollar figures are presented in millions.

Solar Ventures Portfolio Unpaid Principal Balance Over Time

	1-Month Ended:																													1-Year Ended:
($ in millions)	3/31/21		4/30/21			5/31/21			6/30/21			7/31/21			8/31/21			9/30/21			10/31/21			11/30/21			12/31/21			12/31/22			12/31/23			12/21/24			12/31/25
Beginning Balance			$	842		$	877		$	909		$	936		$	969		$	964		$	977		$	943		$	643		$	491		$	301		$	248		$	35
Draws				147			121			61			60			33			31			28			15			33			0			-			-			-
Repayments				(113	)		(89	)		(34	)		(28	)		(38	)		(18	)		(62	)		(314	)		(185	)		(1	)		(2	)		(213	)		(27	)
Ending Balance	$	842	$	877		$	909		$	936		$	969		$	964		$	977		$	943		$	643		$	491		$	301		$	248		$	35		$	7

The following table summarizes projected net cash flows, including projected principal advances, principal repayments and interest payments, for the periods presented, related to the ERCOT Loans that were reflected in the MMAC Projections, as provided to TD Securities by the Company. All dollar figures are presented in millions.

ERCOT Loans Net Cash In-Flows (millions)
Period	2021 (Apr. 1 – Dec. 31)		2022		2023		2024
Net Cash Flows	$	280.7	$	2.3	$	2.9	$	257.9

The following table sets forth a summary, as of March 31, 2021, of the UPBs, estimated fair values, and contractually due principal and interest payments associated with the Company’s subordinated debt obligations. All figures are presented in millions.

Subordinated Debt UPB, Payment and Fair Value Summary As Of March 31, 2021
	Trust II Taberna I		Trust II Taberna II		Trust III Taberna II		Trust III Taberna III		Total
3/31/21 UPB	$	25.36	$	23.06	$	13.29	$	24.16	$	85.87
3/31/21 Fair Values	$	16.40	$	15.00	$	8.60	$	15.70	$	55.60

Debt Service	Trust II Taberna I					Trust II Taberna II					Trust II Taberna I					Trust II Taberna I					Total
Obligations		P		I	Total		P		I	Total		P		I	Total		P		I	Total		P		I		Total
2021		0.4		0.4	0.8		0.3		0.4	0.7		0.2		0.2	0.4		0.4		0.4	0.8		1.3		1.4		2.7
2022		0.5		0.6	1.1		0.5		0.5	1		0.3		0.3	0.6		0.5		0.5	1		1.7		1.9		3.6
2023		0.5		0.6	1.1		0.4		0.5	0.9		0.3		0.3	0.6		0.5		0.5	1		1.6		1.9		3.6
2024		0.5		0.6	1.1		0.4		0.6	1		0.2		0.3	0.5		0.5		0.6	1.1		1.6		2.1		3.7
2025		0.5		0.7	1.2		0.4		0.6	1		0.2		0.4	0.6		0.4		0.6	1		1.6		2.3		3.9
2026		0.5		0.7	1.2		0.4		0.6	1		0.2		0.4	0.6		0.4		0.7	1.1		1.5		2.4		4
2027		0.4		0.8	1.2		0.4		0.7	1.1		0.2		0.4	0.6		0.4		0.7	1.1		1.5		2.5		4
2028		0.4		0.8	1.2		0.4		0.7	1.1		0.2		0.4	0.6		0.4		0.7	1.1		1.5		2.5		4
2029		0.4		0.8	1.2		0.4		0.7	1.1		0.2		0.4	0.6		0.4		0.7	1.1		1.5		2.6		4.1
2030		0.4		0.8	1.2		0.4		0.7	1.1		0.2		0.4	0.6		0.4		0.8	1.2		1.4		2.7		4.1
Thereafter		20.9		3.2	24.1		19		2.9	21.9		10.9		1.8	12.7		19.9		3.3	23.2		70.7		11.2		81.9
Total	$	25.40	$	10.00	35.4	$	23.00	$	8.90	31.9	$	13.10	$	5.30	18.4	$	24.20	$	9.50	33.7	$	85.70	$	33.70	$	119.40

The following table sets forth the projected operating expenses of the Company for the year ending December 31, 2021. All dollar figures are presented in millions.

Projected 2021 Operating Expenditures (to be paid in 2021)
($ in millions)		2021E
Base Management Fee	$	4.8
Incentive Management Fee		-
Salaries & Benefits Reimbursement		3.5
OpEx Reimbursement		0.5
Other G&A Professional Fees		3.5
Total Budgeted Operating Expenses	$	12.3

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		MMA CAPITAL HOLDINGS, INC

Date: August 3, 2021	By:	/s/ Gary A. Mentesana
	Name:	Gary A. Mentesana
	Title:	Chief Executive Officer and President

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