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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~SECURITIES ~~of report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): November 3, 2022~~1934

~~The~~Date ~~Music~~of ~~Acquisition Corporation~~ Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): November in16, ~~its~~2022 ~~charter)~~

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

The Music Acquisition Corporation

9000 W. Sunset Blvd #1500 Hollywood, CA		90069
(Address of principal executive offices)		(Zip Code)

(Exact Name of Registrant as Specified in Charter)

(747) 203-7219 (Registrant’s telephone number, including area code)

Delaware	001-39985	85-3819449
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

Not Applicable (Former name or former address, if changed since last report)

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

(747) 203-7219

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K 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 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 8.01. Other Events.

On November 316, 2022, The Music Acquisition Corporation (the “Company”) ~~filed~~issued a ~~definitive~~press ~~proxy~~release ~~statement~~announcing ~~relating~~that toif ~~a special meeting of~~ stockholders ~~in lieu~~approve of the ~~2022~~proposed ~~annual~~amendments ~~meeting of stockholders~~ to ~~approve,~~its ~~among~~Amended ~~other things, (i) an amendment to the Company’s amended~~ and ~~restated~~ ~~certificate~~Restated Certificate of ~~incorporation~~Incorporation (the “Charter Amendment Proposal”) and ~~(ii) an amendment to~~ the investment management trust agreement, (the ~~dated~~“IMTA ~~February~~Proposal” 2and, ~~2021,~~together bywith ~~and~~the ~~between~~Charter Amendment Proposal, the ~~Company~~“Early ~~and~~Termination Proposals”), dated February 2, 2021, with Continental Stock Transfer & Trust Company, ~~as trustee~~ (the “Trust ~~Amendment Proposal~~Agreement”), ~~and~~at ~~together~~the ~~with~~special meeting in lieu of the ~~Charter~~2022 ~~Amendment~~annual ~~Proposal,~~meeting ~~the~~to ~~“Proposals”),~~be ~~which~~held ~~would,~~on ifNovember ~~implemented~~30, ~~allow~~2022 (the ~~Company~~ to“Special Meeting”), it will redeem all of its outstanding Class A common stock, par value $0.0001 (the “~~Public~~Class ~~Shares~~A common stock”), ~~prior~~effective toas ~~December~~of ~~30,~~the ~~2022~~close inof ~~advance~~business on December 2, of2022, because the Company’s ~~contractual~~will ~~expiration~~not ~~date~~consummate ofan ~~February~~initial 5,business ~~2023~~combination within the time period required by ~~changing~~its Amended and Restated Certificate of Incorporation, as amended pursuant to the ~~date~~Charter byAmendment ~~which~~Proposal, if approved by the Company’s ~~must~~stockholders. There ~~consummate~~can abe ~~merger, capital~~no ~~stock~~assurance ~~exchange,~~that ~~asset~~the ~~acquisition,~~Company’s ~~stock~~stockholders ~~purchase,~~will ~~reorganization~~approve orthe ~~similar~~Early ~~business~~Termination ~~combination~~Proposals ~~from~~at ~~February~~the 5Special Meeting, and ~~2023~~if tosuch ~~the time~~approval ~~and~~is ~~date~~not ~~immediately~~obtained ~~following~~the Company will redeem the ~~filing~~outstanding ofClass ~~such~~A ~~amendment~~common stock pursuant to the ~~Company’s~~terms ~~amended~~of its current Amended and ~~restated~~Restated ~~certificate~~Certificate of ~~incorporation with~~Incorporation and the ~~Secretary~~existing ofTrust ~~State~~Agreement. A copy of the ~~State~~press ofrelease ~~Delaware~~is ~~(the~~attached ~~“Accelerated~~hereto ~~Termination~~as Exhibit ~~Date”)~~99.1 and is incorporated herein by reference.

InForward-Looking connection with the approval of the Charter Amendment Proposal, the holders of Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the trust account (the “Voluntary Redemption”). The Company expects to complete the Voluntary Redemption on or around the Accelerated Termination Date if stockholders approve the Proposals. If the Proposals are approved, the Company will redeem all remaining Public Shares not redeemed in the Voluntary Redemption not more than ten business days after the Accelerated Termination Date (the “Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or around December 9, 2022, if stockholders approve the Proposals.Statements

The ~~virtual~~foregoing ~~special~~communication ~~meeting~~includes certain forward-looking ~~will~~statements bewithin ~~held~~the onmeaning ~~Wednesday,~~of ~~November~~the ~~30,~~Private ~~2022~~Securities Litigation Reform Act of 1995, atincluding ~~10:00~~statements arelating to the proposed early unwind of the Company.m. ~~Eastern~~These ~~Time,~~forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the ~~record~~receipt of the requisite stockholder approval to effect this proposed transaction. These forward-looking statements speak only as of the date ~~for~~of the ~~meeting~~foregoing communication, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the ~~close~~publicly filed documents of ~~business~~the Company, including its most recent Annual Report ~~(New~~on ~~York~~Form ~~time)~~10-K and Quarterly Reports on ~~October~~Form 3110-Q, ~~2022~~for risks and uncertainties related to the Company’s business which may affect the statements made in this communication.

A copy of the press release is filed herewith as Exhibit 99.1 in compliance with Rule 14a-12 under the Securities and Exchange Act of 1934, as amended, and is incorporated herein by reference.

Forward-Looking Statements

The foregoing communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed early unwind of the Company. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt of the requisite stockholder approval to effect this proposed transaction. These forward-looking statements speak only as of the date of the foregoing communication, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business which may affect the statements made in this communication.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated November 316, 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.

Dated: November 16, 2022

	THE MUSIC ACQUISITION CORPORATION

	By:	/s/ Neil Jacobson
		Name: Neil Jacobson
		Title: Chief Executive Officer

Date: November 3, 2022

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