UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date of~~SECURITIES ~~report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): February 25, 2022~~1934

~~THE MUSIC~~Date ~~ACQUISITION~~of ~~CORPORATION~~ Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): October in24, ~~its~~2022 ~~charter)~~

Delaware	001-39985	85-3819449
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

The Music Acquisition Corporation

900 W. Sunset Blvd # 1500
Hollywood, CA		90069
(Address of principal executive offices)		(Zip Code)

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39985	85-3819449
(State or other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

9000 W. Sunset Blvd # 1500
Hollywood, CA		90069
(Address of Principal Executive Offices)		(Zip Code)

(747) 203-7219

(Registrant’s ~~telephone~~ ~~number~~Telephone Number, ~~including~~Including Area ~~area code~~Code)

Not Applicable

(Former ~~name~~ Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since Last ~~last report~~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 Class A Common Stock and one-half of one Redeemable Warrant	TMAC.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	TMAC	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	TMAC WS	The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	TMAC WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 1 3.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On October 24, 2022, the New York Stock Exchange (the “NYSE”) notified The Music Acquisition Corporation, a Delaware corporation (the ~~information~~“Company”), ~~provided~~and inpublicly ~~Item~~announced, 2that the NYSE determined to commence proceedings to delist the Company’s warrants, each whole warrant exercisable to purchase one share of the Company’s Class A common stock, par value $0.030001 per share, at a price of ~~this~~$11.50 ~~Current~~per ~~Report~~share, and listed to trade on ~~Form~~NYSE ~~8-K~~under isthe ~~incorporated~~symbol by“TMAC ~~reference~~WS” ~~into~~(the ~~this~~“Warrants”), ~~Item~~from the 1NYSE and that trading in the Warrants would be suspended immediately, due to "abnormally low" trading price levels pursuant to Section 802.0101D of the NYSE Listed Company Manual. The Company does not intend to appeal the NYSE’s determination.

~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~1

On February 25, 2022, The Music Acquisition Corporation (the “Company”) issued two unsecured promissory notes (the “Notes”), each in the principal amount of up to $250,000 to (i) Neil Jacobson, the Company’s Chief Executive Officer and a manager of Music Acquisition Sponsor, LLC, the Company’s sponsor (the “Sponsor”), and (ii) Todd Lowen, the Company’s Chief Financial Officer and Chief Operating Officer and a manager of the Sponsor, (each, a “Lender” and collectively, the “Lenders”), of which $40,000 was funded by the Lenders upon execution of the Note. The Notes do not bear interest and the principal balance will be payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the respective Lender has the option on the Maturity Date to convert all or any portion of the principal outstanding under the respective Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the “IPO”), as described in the prospectus for the IPO dated February 2, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. Each Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.SIGNATURE

~~The issuance~~Pursuant to the requirements of the ~~Notes~~Securities ~~were~~Exchange ~~made~~Act ~~pursuant~~of to1934, the ~~exemption~~registrant ~~from~~has ~~registration~~duly ~~contained~~caused inthis ~~Section~~report ~~4(a)(2)~~to ofbe ~~the~~signed ~~Securities~~on ~~Act~~its ofbehalf ~~1933,~~by the undersigned hereunto asduly ~~amended~~authorized.

~~The foregoing~~Dated: ~~description~~October ~~of the Notes are qualified in its entirety by reference to the full text of the Notes~~28, ~~copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.~~2022

~~Item 9.01.~~THE ~~Financial~~MUSIC ~~Statements~~ACQUISITION ~~and~~CORPORATION ~~Exhibits.~~By: /s/ Neil Jacobson Name: Neil Jacobson Title: Chief Executive Officer

~~(d) Exhibits.~~2

Exhibit No.		Description
10.1		Promissory Note issued in favor of Neil Jacobson, dated February 25, 2022
10.2		Promissory Note issued in favor of Todd Lowen, dated February 25, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

THE MUSIC ACQUISITION CORPORATION By: /s/ Neil Jacobson Name: Neil Jacobson Title: Chief Executive Officer

Date: February 28, 2022

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