Amended Current Report Filing (8-k/a)
25 Janvier 2019 - 11:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
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): January 25, 2019 (January 24, 2019)
MODERN MEDIA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-38092
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47-1277598
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3414 Peachtree Road, Suite 480
Atlanta, GA
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30326
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 1.01
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Entry into a Material Definitive Agreement
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EXPLANATORY NOTE
On January 24,
2019, Modern Media Acquisition Corp. (the
Company
) filed a Current Report on Form
8-K
(the
Original Form
8-K
) reporting that the
Company, Akazoo Limited, a private 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., which is in the process of incorporation as 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., which is in the process of incorporation as 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.
This Form
8-K/A
amends the Original Form
8-K
to attach certain exhibits
referenced in, but not filed with, the Original Form
8-K.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Number
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Description
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2.1
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Business Transaction Agreement, dated as of January 24, 2019, by and among Modern Media Acquisition Corp., Akazoo Limited, 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., which is in the process of incorporation as a Luxembourg public limited company (
société anonyme
), and Modern
Media LLC, 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., which is in the process of incorporation as a Luxembourg
public limited company (
société anonyme
).*
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10.1
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Voting Agreement, dated as of January 24, 2019, between the Company, Akazoo and certain shareholders of Akazoo.
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10.2
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Form of Shareholders Agreement, by and between PubCo and certain majority shareholders of PubCo.
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10.3
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Form of
Lock-up
Agreement.
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*
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Certain schedules or similar attachments have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The
Registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the SEC.
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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.
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MODERN MEDIA ACQUISITION CORP.
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Date: January 25, 2019
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By:
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/s/ Lewis W. Dickey, Jr.
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Name: Lewis W. Dickey, Jr.
Title: President and Chief Executive Officer
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