Item 8.01 Other Events.
On June 12, 2019, Modern Media Acquisition Corp., a Delaware corporation (the “Company”), convened and then adjourned, without
conducting any business, its special meeting of stockholders (the “Special Meeting”) until 11:00 a.m., local time, on Friday, June 14, 2019, at which time the Company’s stockholders will vote on the proposals described in the
proxy statement filed with the Securities and Exchange Commission on May 20, 2019, as supplemented on June 7, 2019. At the reconvened Special Meeting, stockholders of the Company will be asked to vote on a proposal to amend the
Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional three months, from June 17, 2019 to September 17, 2019 (the
“Extension”), and, if necessary, a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the
time of the Special Meeting, there are not sufficient votes to approve the foregoing proposal. The Special Meeting will still be held at the Company’s offices located at 3414 Peachtree Road, Suite 480, Atlanta, GA 30326.
Only holders of record of the Company’s common stock at the close of business on May 13, 2019 will be entitled to vote and have
their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.
Additional Information About the Business
Combination
In connection with the proposed business combination (the “Business Combination”), the Company has filed a
definitive proxy statement on Schedule 14A on May 20, 2019 (the “Extension Special Meeting Proxy Statement”) relating to the Special Meeting to approve the Extension. In connection with the proposed Business Combination, Modern Media
Acquisition Corp. S.A., a Luxembourg public limited company (société anonyme) (“PubCo”) has filed a Registration Statement on Form
F-4
(No.
333-229613)
that includes a preliminary proxy statement/prospectus that is both the proxy statement to be distributed to the Company’s stockholders in connection with the solicitation by the Company of
proxies for the vote by the stockholders on the Business Combination as well as the prospectus covering the registration of the ordinary shares, nominal value of €0.01 per share, and warrants, of PubCo, to be issued in connection with the
Business Combination. When finalized, the Company will mail the proxy statement/prospectus to its stockholders.
The Company’s stockholders are urged to read the Extension Special Meeting Proxy Statement regarding the Special Meeting and the
definitive proxy statement/prospectus regarding the Business Combination, when it becomes available, as they will contain important information regarding the Extension, the Company, Akazoo Limited, a private company limited by shares incorporated
under the laws of Scotland (“Akazoo”), PubCo, the Business Combination, the agreements relating thereto and related matters. The Extension Special Meeting Proxy Statement regarding the Special Meeting was mailed to Company stockholders as
of May
13, 2019, which is the record date established for voting at that special meeting. The definitive proxy statement/prospectus regarding the Business Combination will be mailed to Company stockholders as of a record date to
be established for voting at that special meeting. When available, you will be able to obtain copies of all documents regarding the Business Combination and other documents filed by the Company or PubCo with the SEC, free of charge, at the
SEC’s website (www.sec.gov) or by contacting the Company at 3414 Peachtree Road, Suite 480, Atlanta, Georgia 30326, Attention: Corporate Secretary.
Participants in the Solicitation
The
Company, Akazoo, PubCo and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s
stockholders in connection with the Extension or the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the Extension
Special Meeting is set forth in the Extension Special Meeting Proxy Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the Business
Combination will be set forth in the joint proxy statement/prospectus included in the Business Combination Registration Statement when it is filed with the SEC.