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 (Date of earliest event reported): June 1220, 2019 (June 14, 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 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. ☐

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnAmendment June 12, 2019, Modern Media Acquisition Corp., a Delaware corporation (the “Company”), convened and then adjourned, without conducting any business, its special meeting of stockholders (the “Special Meeting”) until 11:00 a.m., local time, on Friday, June 14, 2019, at which time the Company’s stockholders will vote on the proposals described in the proxy statement filed with the Securities and Exchange Commission on May 20, 2019, as supplemented on June 7, 2019. At the reconvened Special Meeting, stockholders of the Company will be asked to ~~vote~~Investment onManagement aTrust ~~proposal~~Agreement to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional three months, from June 17, 2019 to September 17, 2019 (the “Extension”), and, if necessary, a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposal. The Special Meeting will still be held at the Company’s offices located at 3414 Peachtree Road, Suite 480, Atlanta, GA 30326.

~~Only~~On ~~holders~~June 14, of2019, ~~record~~Modern Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Continental”) entered into Amendment No. 2 to the Investment Management Trust Agreement, dated as of May 17, 2017, by and between the Company and Continental (the “Trust Amendment”), pursuant to which the date on which Continental must liquidate the trust account (the “trust account”), which was established in connection with the Company’s ~~common~~initial ~~stock~~public atoffering (the ~~close~~“IPO”), ofin the event the Company has not consummated its initial business oncombination ~~May~~was extended from June 1317, 2019 ~~will~~to beSeptember 17, ~~entitled~~2019 to(the ~~vote~~“Extended ~~and~~Date”). ~~have their~~The ~~votes~~Trust ~~counted~~Amendment was approved by the Company’s stockholders at the Special Meeting ~~and~~of ~~any~~Stockholders ~~adjournments~~held oron ~~postponements~~June 14, 2019 of (the “Special Meeting”).

~~Additional~~Amendment ~~Information~~to ~~About~~Warrant ~~the~~Agreement ~~Business Combination~~

InOn ~~connection with the proposed business combination (the “Business Combination”), the Company has filed a definitive proxy statement on Schedule 14A on May~~June 2014, 2019, (the ~~“Extension~~Company ~~Special~~and ~~Meeting~~Continental ~~Proxy~~entered ~~Statement”)~~into ~~relating~~Amendment to the Special Meeting to approve the Extension. In connection with the proposed Business Combination, Modern Media Acquisition Corp. S.A., a Luxembourg public limited company (société anonyme) (“PubCo”) has filed a Registration Statement on Form F-4 (No. ~~333-229613)~~ 2 ~~that includes a preliminary proxy statement/prospectus that is both the proxy statement~~ to ~~be distributed to~~ the ~~Company’s~~Warrant ~~stockholders~~Agreement, indated ~~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~~May 17, ~~nominal value of €0.01 per share~~2017, by and ~~warrants,~~between ~~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 Extension Special Meeting Proxy Statement regarding the Special Meeting~~ and ~~the definitive~~Continental ~~proxy statement/prospectus regarding~~ (the Business Combination, when it becomes available, as they will contain important information regarding the Extension, the Company, Akazoo Limited, a private company limited by shares incorporated under the laws of Scotland (“~~Akazoo~~Warrant Amendment”), ~~PubCo,~~pursuant ~~the Business Combination, the agreements relating thereto and related matters. The Extension Special Meeting Proxy Statement regarding the Special Meeting was mailed~~ to ~~Company stockholders as of May 13, 2019,~~ which is the ~~record~~ date ~~established~~ for ~~voting~~automatic attermination ~~that~~of ~~special meeting. The definitive proxy statement/prospectus regarding~~ the ~~Business~~exercise ~~Combination~~period ~~will be mailed to Company 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 ~~Business Combination and other documents filed by the~~ Company ~~or PubCo with the SEC, free of charge, at the SEC~~’s ~~website~~outstanding ~~(www.sec.gov)~~warrants orin bythe ~~contacting~~event the Company athas ~~3414~~not ~~Peachtree~~consummated ~~Road,~~its initial ~~Suite~~business ~~480,~~combination ~~Atlanta,~~was ~~Georgia~~extended ~~30326,~~to ~~Attention:~~the ~~Corporate~~Extended ~~Secretary~~Date.

~~Participants~~The foregoing descriptions of the Trust Amendment and the Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the ~~Solicitation~~full text of the Trust Amendment and the Warrant Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and are incorporated herein by reference.

~~The Company,~~Item ~~Akazoo,~~3.03 ~~PubCo~~Material ~~and~~Modification ~~certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed~~ to beRights ~~participants in the solicitations~~ of ~~proxies~~Security ~~from the Company’s stockholders in connection with the Extension or the Business Combination~~Holders. 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 Special Meeting is set forth in the Extension Special Meeting Proxy Statement. 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.

~~You~~The ~~can find more~~ information ~~about~~set ~~the~~forth ~~Company’s directors and executive officers~~ in ~~the~~ ~~Company’s~~Item ~~Annual~~1.01 ~~Report on Form 10-K for the year ended March 31, 2018, filed~~ with ~~the~~respect ~~SEC~~to ~~on June 29, 2018. Additional information regarding~~ the ~~participants~~Warrant inAmendment ~~the~~is ~~proxy~~incorporated ~~solicitation~~herein ~~and~~by 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 availablereference.

NoItem ~~Offer~~5.03 Amendments to Articles of Incorporation or ~~Solicitation~~Bylaws; Change in Fiscal Year.

~~This communication~~On ~~shall~~June 14, ~~not~~2019, ~~constitute~~the anCompany ~~offer~~filed towith ~~sell~~the orSecretary of State of the ~~solicitation~~State of Delaware (the “SOS”) an ~~offer~~amendment to(the “Extension ~~buy~~Amendment”) ~~any~~to ~~securities,~~the ~~nor~~Company’s ~~shall~~Second ~~there~~Amended beand ~~any~~Restated ~~sale~~Certificate of ~~securities~~Incorporation, inpursuant ~~any~~to ~~jurisdiction~~which inthe date by which the ~~offer,~~Company ~~solicitation~~must orconsummate ~~sale~~its ~~would~~initial bebusiness ~~unlawful~~combination ~~prior~~the (“Extension”) was extended from June 17, 2019 to the ~~registration~~ orExtended ~~qualification~~Date. ~~under~~The Extension Amendment was approved by the ~~securities~~Company’s ~~laws~~stockholders ofat ~~any~~the ~~such~~Special ~~jurisdiction~~Meeting and became effective upon the filing thereof with the SOS.

~~SIGNATURES~~The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

~~Pursuant~~Item to5.07 ~~the~~Submission ~~requirements~~ of ~~the~~Matters ~~Securities~~to ~~Exchange~~a ~~Act~~Vote of ~~1934,~~Security ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

		MODERN MEDIA ACQUISITION CORP.
Date: June 12, 2019	By:	/s/ Lewis W. Dickey, Jr.
		Name: Lewis W. Dickey, Jr. Title: President and Chief Executive Officer

The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Special Meeting, held on June 14, 2019, were as follows:

Proposal No. 1

The Extension Amendment was approved as follows:


For	Against	Abstain	Broker Non-Votes
16,137,785	265,000	400	13,964

Proposal No. 2

The Trust Amendment was approved as follows:


For	Against	Abstain	Broker Non-Votes
16,137,785	265,000	400	13,964

Item 7.01 Regulation FD Disclosure.

In connection with the Extension, stockholders elected to redeem 13,350,654 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Following such redemptions, approximately 6,581,665 shares of Common Stock will remain issued and outstanding.

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Number		Description

3.1		Amendment to the Second Amended and Restated Certificate of Incorporation of Modern Media Acquisition Corp.

4.1		Amendment No. 2, dated as of June 14, 2019, to the Warrant Agreement, dated as of May 17, 2017, by and between Modern Media Acquisition Corp. and Continental Stock Transfer & Trust Company.

10.1		Amendment No. 2, dated as of June 14, 2019, to the Investment Management Trust Agreement, dated as of May 17, 2017, by and between Modern Media Acquisition Corp. and Continental Stock Transfer & Trust Company.

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 20, 2019

/s/ Lewis W. Dickey, Jr.

Name: Lewis W. Dickey, Jr.

Title: President and Chief Executive Officer

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