Modern Media Acquisition Corp. (NASDAQ: MMDM) (“MMAC” or the “Company”) today announced that the minimum cash condition to its pending business combination with Akazoo Limited (“Akazoo”) has been satisfied. Accordingly, MMAC is on track to complete the business combination as planned on or before the completion deadline of September 17, 2019.
On January 24, 2019, MMAC entered into a business transaction agreement to combine with Akazoo, a global digital music streaming platform, into one new, publicly traded entity named “Akazoo S.A.” In the business combination, each share of MMAC common stock will convert into the right to receive one Akazoo S.A. ordinary share and each warrant to purchase MMAC common stock will convert into a warrant to purchase one Akazoo S.A. ordinary share having substantially the same terms and conditions as the MMAC warrants.
The conditions to consummation of the business combination included a requirement that MMAC have at least $53 million in cash available from funds contained in MMAC’s trust account and any additional capital otherwise available to MMAC, at the time of consummation, including gross proceeds from MMAC’s previously announced private placement offering, and before the payment of any fees, costs or expenses of MMAC or Akazoo. MMAC has secured binding commitments from investors who have committed to purchase ordinary shares of Akazoo S.A. in connection with completion of the business combination such that the gross cash proceeds from those investments, together with cash in MMAC’s trust account, exceeds $53 million.
Upon completion of the business combination, MMAC expects that the Akazoo S.A. ordinary shares and warrants will begin trading on the NASDAQ Stock Market under the symbols “SONG” and “SONGW,” respectively.
Forward Looking Statements
This release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on the current expectations of MMAC, including the ability to complete the business combination and the pending private placement offering, and the ability of both MMAC and Akazoo to satisfy the applicable conditions to the business combination transaction. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements containing words such as “may,” “could,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. Forward-looking statements represent management’s current expectations or predictions of future conditions, events or results. These forward-looking statements include, but are not limited to, statements about, or are based upon assumptions regarding the Company’s strategies and future financial performance; expectations or estimates about future business plans or objectives, prospective performance and opportunities and competitors, including revenues; customer acquisition and retention; operating expenses; market trends, including those in the markets in which the Company competes; liquidity; cash flows and uses of cash; capital expenditures; the Company’s ability to pursue acquisition opportunities; the anticipated benefits of the proposed business combination; the sources and uses of cash, the anticipated capitalization and enterprise value of the combined company; the listing and trading of the combined company’s securities on Nasdaq; and the structure, terms and timing of the proposed business combination. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s good faith beliefs, assumptions and expectations only as of the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted, many of which are beyond MMAC’s control. Except as required by law, we undertake no obligation to publicly release the results of any revision or update to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
No Offer or Solicitation
This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.