UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofand ~~earliest~~Exchange ~~event~~Act ~~reported):~~of ~~May 8,~~1934 ~~2019~~

Date of Report (Date of earliest event reported): June 7, 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)

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 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)

☐	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	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, one right and one-half of one warrant	MMDMU	Nasdaq Capital Market
Common stock, par value $0.0001 per share	MMDM	Nasdaq Capital Market
Rights, each exchangeable into one-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

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 Rule 12b-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~~Item ~~registered~~8.01 ~~pursuant~~Other ~~to Section 12(b) of the Act:~~ Events.

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 and one-half of one warrant	MMDMU	Nasdaq Capital Market
Common stock, par value $0.0001 per share	MMDM	Nasdaq Capital Market
Rights, each exchangeable into one-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

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 article 100-17 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 article 100-17 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”).

~~Item~~On ~~8.01~~May 20, ~~Other~~2019 ~~Information~~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.

AsAfter ~~previously~~discussions ~~disclosed,~~subsequent ~~Modern~~to ~~Media~~the ~~Acquisition~~filing ~~Corp.,~~of athe ~~Delaware~~Extension ~~corporation~~Special ~~(the~~Meeting Proxy ~~“Company”)~~Statement, ~~Akazoo~~the ~~Limited,~~parties ato ~~private~~the ~~company limited~~Business byCombination ~~shares~~determined ~~incorporated~~that ~~under~~all ~~the~~conditions ~~laws~~precedent ofto ~~Scotland~~the ~~(“Akazoo”),~~consummation ~~Apostolos~~of N.the ~~Zervos,~~Business ~~acting~~Combination inmay ~~accordance~~not ~~with~~be ~~article~~satisfied ~~100-~~by August 17, of2019. ~~the~~The ~~Luxembourg~~Business ~~Company~~Combination ~~Act,~~is onexpected ~~behalf~~to ~~and~~close in the third ~~name~~quarter of ~~Unlimited~~ ~~Music S~~2019.A. Accordingly, athe ~~Luxembourg~~Company ~~public~~has ~~limited~~determined ~~company~~to ~~(société~~seek ~~anonyme),~~stockholder ~~and~~approval ~~Modern~~at ~~Media~~the ~~LLC,~~Extension aSpecial ~~Georgia~~Meeting ~~limited~~to ~~liability~~extend ~~company~~the ~~acting~~date inby ~~accordance~~which ~~with article 100-17 of~~ the ~~Luxembourg~~ Company ~~Act,~~must onconsummate ~~behalf~~a ~~and~~business incombination ~~the~~from ~~name~~June 17, of2019 ~~Modern~~to ~~Media Acquisition Corp. S.A.~~September 17, 2019 ~~a Luxembourg public limited company~~ (~~société~~the ~~anonyme) (~~“~~PubCo~~Extension”), ~~entered~~rather ~~into~~than athe ~~Business~~previously ~~Transaction~~announced ~~Agreement~~date ~~dated as~~ of ~~January~~August 2417, 2019 ~~(the “Business Transaction Agreement”)~~. ~~Pursuant~~To toaccomplish ~~the Business Transaction Agreement~~this, the Company ~~and~~hereby ~~Akazoo~~amends ~~agreed, subject to~~ the ~~terms~~Extension ~~and~~Special ~~conditions~~Meeting ofProxy ~~the~~Statement ~~Business Transaction Agreement,~~ to ~~effect~~change aall ~~combination~~references ofto ~~their~~“August ~~respective~~17, 2019” ~~businesses~~to ~~(the~~ “~~Business~~September ~~Combination”)~~17, 2019.”

In ~~connection~~order ~~with~~to ~~the~~provide ~~Business~~stockholders ~~Combination,~~sufficient ontime ~~February 12,~~to ~~2019,~~consider ~~PubCo~~this ~~filed~~change, ~~a registration~~the ~~statement~~Company onintends ~~Form~~to convene ~~F-4 (No. 333-229613) (~~the ~~“Business~~Extension ~~Combination~~Special ~~Registration~~Meeting ~~Statement”)~~as ~~with~~planned ~~the~~on ~~Securities~~Wednesday, ~~and Exchange Commission (“SEC”)~~June 12, ~~which~~2019 ~~includes~~but aintends ~~preliminary~~to ~~proxy~~immediately ~~statement~~adjourn of the ~~Company~~meeting, ~~and~~without ~~constitutes~~conducting aany ~~preliminary~~business, ~~prospectus~~until of11:00 ~~PubCo~~a.m., ~~The~~local ~~Company~~time, ~~Akazoo~~on ~~and~~Friday, ~~PubCo~~June 14, ~~are~~2019 inat ~~the~~3414 ~~process~~Peachtree ~~of responding to comments from the SEC related to the Business~~Road, ~~Combination~~Suite ~~Registration~~480, ~~Statement~~Atlanta, asGA ~~well as working towards satisfaction of the other conditions to completion of the Business Combination~~30326, ~~but~~at ~~have~~which ~~determined~~time ~~that it is unlikely that~~ the ~~Business~~Company ~~Combination Registration Statement~~ will ~~be declared~~hold ~~effective~~the invote ~~time~~on ~~to permit consummation of~~ the ~~Business~~proposals, ~~Combination~~as byhereby ~~June 17~~amended, ~~2019,~~described ~~which~~in is the ~~time~~Extension bySpecial ~~which~~Meeting ~~the~~Proxy ~~Company must consummate a business combination under its charter~~Statement.

~~The~~In ~~parties~~connection ~~currently~~with ~~anticipate~~the ~~that~~change ~~all~~discussed ~~conditions~~above, ~~precedent to~~ the ~~consummation~~Company ofhas updated the ~~Business~~proxy ~~Transaction~~card ~~will~~to be ~~satisfied~~used ~~by July 15, 2019. As such, the Company intends~~ to ~~call~~vote ashares ~~Special~~in ~~Meeting of Stockholders (~~the “Extension Special Meeting”). toNo ~~secure~~action ~~stockholder~~is ~~approval~~required toby ~~extend~~any ~~the~~stockholder ~~date~~who byhas ~~which~~previously ~~the~~delivered ~~Company~~a ~~must~~proxy ~~consummate~~and awho ~~business~~does ~~combination~~not ~~from~~wish ~~June 17, 2019~~ to ~~August~~revoke ~~17,~~or ~~2019~~change ~~(the~~that ~~“Extension”)~~proxy.

~~The~~In ~~Company~~connection ~~has~~with ~~tentatively~~the ~~set~~adjournment of the ~~record~~Extension ~~date~~Special Meeting, the Company will also extend the deadline for stockholders to elect to redeem their shares at a per-share price, payable in cash, equal to the ~~Extension~~aggregate ~~Special~~amount ~~Meeting~~then ason deposit in the trust account, including interest earned on the trust account deposits (which interest shall be ~~May~~net 13of taxes payable and less up to $50,000 ~~2019~~to pay dissolution expenses). The ~~Company~~deadline ~~plans~~for stockholders to ~~file~~elect ato ~~preliminary~~redeem ~~proxy~~their ~~statement~~shares ~~relating~~in toconnection with the Extension Special Meeting ~~with~~will ~~the~~correspondingly ~~SEC~~be ~~and~~moved from 5:00 p.m. Eastern Time on June 10, ~~when~~2019 ~~finalized~~to 5:00 p.m. Eastern Time on June 12, ~~will~~2019. ~~mail~~As disclosed in the ~~definitive~~Extension ~~proxy~~Special ~~statement~~Meeting ~~relating~~Proxy Statement, shareholders electing to redeem their shares must tender shares in accordance with the procedures listed in the Extension Special Meeting toProxy Statement and the Company may not redeem public shares in an amount that would cause its ~~stockholders~~net tangible assets to be less than $5,000,001.

~~Additional~~The ~~Information~~record ~~About~~date for voting at the ~~Business~~Extension ~~Combination~~Special Meeting will not change.

InOn ~~connection~~June 7, ~~with the proposed Business Combination~~2019, ~~PubCo filed~~ the ~~Business~~Company ~~Combination~~issued ~~Registration Statement that includes~~ a ~~preliminary proxy~~press ~~statement/prospectus~~release ~~that is both~~ (the ~~proxy~~“Press ~~statement~~Release”) toannouncing beits ~~distributed~~intention to ~~holders~~change of the ~~Company’s~~proposed ~~common~~date by ~~stock,~~which ~~par value $0.0001 per share, in connection with~~ the ~~solicitation by the~~ Company ofmust ~~proxies~~consummate ~~for~~a ~~the~~business ~~vote~~combination byfrom ~~the stockholders on the Business Combination as well as the prospectus covering the registration of the ordinary shares~~August 17, ~~nominal~~2019 ~~value of €0.01 per share, and warrants, of PubCo,~~ to ~~be issued in connection with the Business Combination. When finalized~~September 17, ~~the Company will mail the proxy statement/prospectus to its stockholders~~2019. ~~The~~A ~~Company’s~~copy ~~stockholders~~of ~~are urged to read~~ the ~~definitive~~Press ~~proxy~~Release ~~statement/prospectus~~is ~~regarding~~attached ~~the~~hereto ~~Business Combination when it becomes available~~ as itExhibit ~~will contain important information regarding the Company, Akazoo, PubCo, the Business Combination, the agreements relating thereto and related matters~~99.1 ~~When available, you will be able to obtain copies of all documents regarding the Business Combination~~ and ~~other~~ ~~documents~~is ~~filed~~incorporated byherein ~~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~~reference.

~~Participants~~Additional inInformation About the ~~Solicitation~~Business Combination

~~The Company,~~In ~~Akazoo~~connection with the proposed Business Combination, ~~PubCo~~the ~~and~~Company ~~certain~~has offiled ~~their~~the ~~respective~~Extension ~~directors,~~Special ~~executive~~Meeting ~~officers~~Proxy ~~and~~Statement ~~other~~relating ~~members~~to ofthe Extension ~~management~~Special ~~and~~Meeting ~~employees~~to ~~may,~~approve ~~under~~the ~~SEC~~Extension. ~~rules~~In connection with the proposed Business Combination, bePubCo ~~deemed~~has tofiled bea ~~participants~~Registration inStatement on Form F-4 (No. 333-229613) that includes a preliminary proxy statement/prospectus that is both the ~~solicitations~~proxy ofstatement ~~proxies~~to ~~from~~be distributed to the Company’s stockholders in connection with the solicitation by the Company of proxies for the vote by the stockholders on the Business Combination ~~and~~as well as the ~~Extension.~~prospectus ~~Information~~covering ~~regarding~~the registration of the ~~persons~~ordinary ~~who~~shares, ~~may~~nominal value of €0.01 per share, ~~under~~and ~~SEC~~warrants, ~~rules~~of PubCo, to be ~~deemed~~issued ~~participants~~ in connection with the Business ~~solicitation~~Combination. ofWhen finalized, the Company will mail the proxy statement/prospectus to its stockholders. The Company’s stockholders inare ~~connection~~urged ~~with~~to read the Extension Special Meeting Proxy Statement regarding the Extension Special Meeting and the definitive proxy statement/prospectus regarding the Business Combination, when it becomes available, as they will contain important information regarding the Extension, the Company, Akazoo, PubCo, the Business Combination, the agreements relating thereto and related matters. The Extension Special Meeting Proxy Statement regarding the Extension Special Meeting was mailed to Company stockholders as of May 13, 2019, which is the record date established for voting at that special meeting. The definitive proxy statement/prospectus regarding the Business Combination will be ~~set~~mailed ~~forth~~to inCompany stockholders as of a record date to be established for voting at that special meeting. When available, you will be able to obtain copies of all documents regarding the ~~joint~~Business ~~proxy~~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.

~~statement/prospectus~~Participants ~~included~~ in the ~~Business~~Solicitation 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~~The ~~can~~Company, ~~find~~Akazoo, ~~more~~PubCo ~~information~~and ~~about~~certain ~~the~~of ~~Company’s~~their respective directors, ~~and~~ 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 ~~Annual~~stockholders ~~Report~~in onconnection ~~Form~~with ~~10-K~~the ~~for~~Extension or the ~~year~~Business ~~ended~~Combination. ~~March 31~~Information regarding the persons who may, ~~2018~~under SEC rules, ~~filed~~be ~~with~~deemed participants in the ~~SEC~~solicitation onof ~~June 29,~~the ~~2018.~~Company’s ~~Additional~~stockholders ~~information~~in ~~regarding~~connection with the ~~participants~~Extension Special Meeting is set forth in the ~~proxy~~Extension ~~solicitation~~Special ~~and~~Meeting aProxy ~~description~~Statement. ofInformation ~~their~~regarding ~~direct~~the ~~and~~persons ~~indirect interests~~who ~~will~~may, under SEC rules, be ~~included~~deemed participants in the solicitation of the Company’s ~~definitive~~stockholders ~~proxy~~in ~~statement/prospectus~~connection ~~when~~with itthe ~~becomes~~Business ~~available,~~Combination ~~which~~will ~~can~~ be ~~obtained~~set ~~free~~forth ofin ~~charge~~the ~~from~~joint proxy statement/prospectus included in the ~~sources~~Business ~~indicated~~Combination ~~above,~~Registration Statement when ~~available~~it is filed with the SEC.

NoYou ~~Offer~~can orfind ~~Solicitation~~more information about the Company’s directors and executive officers in the Company’s Annual Report on Form 10-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.

~~This communication~~No ~~shall~~Offer ~~not constitute an offer to sell~~ or ~~the~~Solicitation 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~~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.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

	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

(d) Exhibits


Number		Description

99.1		Press Release dated June 7, 2019

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: June 7, 2019

/s/ Lewis W. Dickey, Jr.

Name: Lewis W. Dickey, Jr.

Title: President and Chief Executive Officer

Filing Compare · Modern Media Acquisition Corp.