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 ~~August 1,~~1934 ~~2019 (July 29, 2019)~~

Date of Report (Date of earliest event reported): August 28, 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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Letter~~On ~~Agreement;~~August 28, ~~Amendment~~2019, Modern Media Acquisition Corp. (the “Company”) held a special meeting of stockholders. At the meeting, the Company’s stockholders approved a proposal to adopt the Business Transaction Agreement, dated as of January 24, 2019 (as amended, the “Business Transaction Agreement”), which provides for a business combination between the Company and Akazoo Limited, a private company limited by shares incorporated under the laws of Scotland (“Akazoo”), pursuant to which the Company and Akazoo will combine their respective businesses into Modern Media Acquisition Corp. S.A., a Luxembourg public limited company (société anonyme), to be renamed “Akazoo S.A.” upon consummation of the business combination.

AsThe ~~previously~~final ~~disclosed,~~voting ~~Modern~~results ~~Media~~for ~~Acquisition Corp., a Delaware corporation (~~the ~~“Company”),~~proposal ~~Akazoo~~are ~~Limited,~~set aforth ~~private~~below: 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”).

OnProposal ~~July 29, 2019, the Company, PubCo, Unlimited Music S~~No.~~A., Akazoo and Macquarie Capital (USA) Inc. (solely for purposes of Section~~ 131 to ~~the~~adopt ~~agreement discussed below), entered into a Letter Agreement (~~the ~~“Letter Agreement”) that, among other things, amended certain provisions of the~~ Business Transaction Agreement ~~to provide for the contemplated PIPE Financing (as defined below), which is expected to close immediately after the consummation of the Business Combination.~~

Pursuant to the Letter Agreement, the Business Transaction Agreement was amended to provide that consummation of the Business Combination is conditioned upon there being not less than $53 million of available cash between the Company’s trust account and any additional capital otherwise available to the Company at the time of consummation of the Business Combination, although such condition may be waived by Akazoo. Given the amount currently in the Company’s trust account, the Letter Agreement provides that, if received prior to August 16, 2019, any binding commitments to purchase PubCo Ordinary Shares (as defined below) in a private placement offering on terms agreed to by the parties to the Business Transaction Agreement (such private placement offering, the “PIPE Financing”) will be deemed additional capital otherwise available to the Company.


For		Against		Abstain
	6,202,402		13,037		315

~~The~~Item ~~parties~~7.01 toRegulation ~~the~~FD ~~Letter Agreement anticipate that the newly issued ordinary shares of PubCo (“PubCo Ordinary Shares”) sold in the PIPE Financing will be sold at a per-share price of $8~~Disclosure.~~00.~~

~~The~~In ~~Letter Agreement~~connection ~~also~~with ~~provides~~the ~~that,~~vote ~~upon~~to ~~consummation~~approve the adoption of the Business ~~Combination~~Transaction Agreement, ~~Modern~~stockholders ~~Media~~elected ~~Sponsor~~to ~~LLC~~redeem ~~will~~an ~~forfeit~~aggregate ~~2.6 million~~of 48,719 ~~PubCo~~shares ~~Ordinary~~of ~~Shares~~the ~~and~~Company’s ~~will~~common ~~forfeit~~stock, ~~7.32 million~~par ~~warrants~~value to$0.0001 ~~purchase~~per ~~PubCo~~share ~~Ordinary Shares~~ (“~~PubCo Warrants~~Common Stock”). ~~upon~~Pursuant ~~consummation~~to of the ~~PIPE~~Company’s ~~Financing;~~Second ~~provided,~~Amended ~~that~~and ifRestated ~~gross~~Certificate ~~proceeds~~of ~~from~~Incorporation, ~~the~~as ~~PIPE~~amended, ~~Financing are~~ such ~~that~~shares ~~PubCo~~ will ~~have~~be anredeemed ~~aggregate~~for oftheir ~~$60 million~~pro rata ofportion ~~available cash after consummation~~ of the ~~Business~~trust ~~Combination~~account ~~and PIPE~~upon ~~Financing,~~consummation ~~instead~~ of the 2business combination.~~6 million~~ ~~PubCo~~Giving ~~Ordinary~~effect ~~Shares originally agreed~~ to besuch ~~forfeited in the Letter Agreement~~redemptions, ~~the~~approximately ~~sponsor would forfeit 2.35 million PubCo Ordinary Shares and~~1,357,608 ifshares ~~PubCo will have an aggregate~~ of ~~$70 million~~ ofCommon ~~available~~Stock ~~cash~~would ~~after~~remain ~~consummation~~issued ofand ~~the~~outstanding ~~Business Combination~~ and ~~PIPE~~approximately ~~Financing, instead of the 2~~$14.60 million ~~PubCo~~in ~~Ordinary~~cash ~~Shares~~would remain ~~originally agreed to be forfeited~~ in the ~~Letter~~Company’s ~~Agreement,~~trust ~~the sponsor would forfeit 2~~account.~~1 million~~ ~~PubCo Ordinary Shares.~~

The ~~Letter~~information ~~Agreement~~in ~~also~~this ~~provides~~Item ~~that,~~7.01 ~~upon~~is ~~consummation~~being offurnished ~~the Business Combination, amounts owed by the Company to certain creditors will be converted into PubCo Ordinary Shares~~ and ~~that~~shall ~~the~~not ~~amount of expenses payable by the Company contemplated in the Business Transaction Agreement will~~ be ~~modified on a sliding scale, depending on the~~deemed ~~amount~~“filed” offor ~~available~~purposes ~~cash that the Company has upon consummation~~ of ~~the~~Section 18 ~~Business Combination and PIPE Financing. In addition, the Letter Agreement provides that, depending on the amount~~ of ~~available cash that~~ the ~~Company~~Securities ~~has~~Exchange ~~upon~~Act ~~consummation~~ of ~~the Business Combination and PIPE Financing~~1934, ~~certain~~as ~~PubCo~~amended ~~Ordinary Shares sold in~~ (the ~~PIPE~~“Exchange ~~Financing~~Act”), ~~may~~or ~~include~~otherwise ~~PubCo~~subject ~~Ordinary~~to ~~Shares held by former shareholders of Akazoo. Furthermore,~~ the ~~Letter~~liabilities ~~Agreement provides that a certain number~~ of ~~PubCo Warrants will be issued for no additional consideration to holders of PubCo Ordinary Shares~~ that ~~previously held Akazoo equity~~section, ~~equal~~nor toshall ~~the~~it ~~difference~~be ~~between~~deemed ~~the~~incorporated ~~total~~by ~~amount~~reference ofin ~~PubCo~~any filing ~~Warrants~~under ~~forfeited by~~ the ~~sponsor~~Securities ~~and~~Act ~~the total amount~~ of ~~PubCo Warrants~~1933, ~~issued to investors in the PIPE Financing~~ as anamended, ~~incentive~~or ~~to participate in~~ the ~~PIPE~~Exchange ~~Financing~~Act, ~~subject~~except toas aexpressly ~~minimum~~set ~~issuance~~forth ofby ~~PubCo~~specific ~~Warrants~~reference ~~which decreases as the amount raised~~ in ~~the~~such ~~PIPE Financing increases~~filing.

~~The~~SIGNATURES Letter Agreement also provides PubCo with the ability to offer, for no additional consideration and as an incentive to certain investors purchasing PubCo Ordinary Shares in the PIPE Financing, up to an aggregate number of PubCo Ordinary Shares and PubCo Warrants corresponding to the number of PubCo Ordinary Shares and PubCo Warrants forfeited by the sponsor as described above.

~~The~~Pursuant ~~Letter~~to ~~Agreement also amends~~ the ~~form~~requirements of ~~Shareholders’~~the ~~Agreement~~Securities ~~between PubCo~~Exchange ~~and~~Act ~~certain significant shareholders~~ of ~~PubCo~~1934, ~~to be entered into upon consummation of~~ the ~~Business~~registrant ~~Combination.~~has Asduly ~~amended,~~caused ~~the~~this ~~form~~report ~~of Shareholders’ Agreement provides that (i) the rights of MIHI LLC and Modern Media Sponsor LLC~~ to ~~designate~~ ~~an observer to the PubCo Board of Directors will terminate upon expiration of those shareholders’ respective lock-up periods under their separate lock-up agreements to~~ be ~~entered~~signed ~~into~~on ~~upon~~its ~~consummation~~behalf ~~of the Business Combination and (ii) after execution of the Shareholders’ Agreement, Mr. Lewis W. Dickey, Jr. will serve as the non-executive~~by ~~chairman of~~ the ~~PubCo~~undersigned ~~Board~~hereunto ofduly Directors for a period of one year and will serve as a member of the PubCo Board of Directors for a period of three years, receiving an annual fee of $330,000 in each of the three years he serves on the PubCo Board of Directorsauthorized.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description
10.1		Letter Agreement by and among the Company, PubCo, Unlimited Music S.A., Akazoo and, solely for purposes of Section 13 thereof, Macquarie Capital (USA) Inc., dated as of July 29, 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: August 1, 2019	By:	/s/ Lewis W. Dickey, Jr.
		Name:	Lewis W. Dickey, Jr.
		Title:	President and Chief Executive Officer

MODERN MEDIA ACQUISITION CORP.

Date: August 28, 2019

/s/ Lewis W. Dickey, Jr.

Name: Lewis W. Dickey, Jr.

Title: President and Chief Executive Officer

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