BACKGROUND
The Company
We
are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses. We were formed as a Delaware limited
liability company on June 9, 2014 under the name of M Acquisition Company I LLC, and changed our name to Modern Media Acquisition Corp. in connection with our conversion from a Delaware limited liability company to a Delaware corporation on
January 3, 2017.
On May 17, 2017, we consummated our IPO of 20,700,000 units at a price of $10.00 per unit (the
units), generating gross proceeds of $207,000,000. Each unit consists of one share of the Companys common stock; one right to receive
one-tenth
of one share of common stock upon the
consummation of our initial business combination; and
one-half
of one warrant to purchase one share of common stock (the public warrants). Each public warrant entitles the holder thereof to
purchase one share of our common stock at a price of $11.50 per share, and only whole warrants are exercisable.
Simultaneously with the
consummation of the IPO, our sponsor purchased an aggregate of 7,320,000 warrants, at a price of $1.00 per warrant, each exercisable to purchase one share of common stock at a price of $11.50 per share (the sponsor warrants), in a
private placement (the private placement), generating gross proceeds of $7,320,000. The sponsor warrants are identical to the public warrants sold as part of the units in the IPO except that, so long as they are held by their initial
purchasers or their permitted transferees, (i) they will not be redeemable by us, (ii) they (including the shares of common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,
assigned or sold until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis; and (iv) they (including the shares of common stock issuable upon exercise of these
warrants) have certain registration rights.
Upon the closing of the IPO and the private placement, $209,070,000 of the net proceeds from
the sale of the units and the sponsor warrants was placed in a trust account. On February 8, 2019, our stockholders approved a proposal to extend the date by which we have to consummate a business combination from February 17, 2019 to
June 17, 2019 (the First Extension). In connection with the First Extension, our sponsor agreed to contribute as a loan $0.0333 for each share of the Companys common stock issued in the IPO that was not redeemed in connection
with stockholder approval of the First Extension, for each month (commencing on February 17, 2019) that is needed by the Company to complete a business combination up to the First Extension (the Sponsor Loan). After giving effect to
redemptions of shares of our Common Stock in connection with the First Extension, approximately $152 million remained in the trust account and 19,932,319 shares of Common Stock remained issued and outstanding. As of April 30, 2019, there
was approximately $[] million in the trust account, including amounts advanced under the Sponsor Loan through that date. Our sponsor has informed us that it does not intend to continue to make those contributions for any period after
June 17, 2019.
The mailing address of the Companys principal executive office is 3414 Peachtree Road, Suite 480, Atlanta,
Georgia 30326, and its telephone number is (404)
443-1182.
The Proposed Business
Combination
As previously announced, the Company, 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 PubCo, entered into 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 the business combination. The Company, Akazoo and PubCo are working towards satisfaction of the conditions to completion
of the business combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there will not be sufficient time before June 17, 2019 to hold a special meeting
to obtain stockholder approval of, and to consummate, the business combination. Accordingly, our Board believes that in order to be able to successfully complete the proposed business combination as contemplated by the Business Transaction
Agreement, it is appropriate to obtain the Extension. Our Board believes that the business combination opportunity is compelling and in the best interests of our stockholders. Therefore, our Board has determined that it is in the best interests of
our stockholders to extend the date by which the Company must complete a business combination to the Extended Date.
- 10 -