Modern Media Acquisition Corp.

Changes the extension sought from two months to three days before the vote, and confirms the closing expectation has moved to the third quarter.

The extension being voted on grew from two months to three before the meeting was held — the second time in five weeks the expected closing date has slipped.

The definitive version of the second extension request — a two-month extension sought because the approval meeting itself cannot be convened in time.

The second extension request in four months, on the same Akazoo transaction — the deadline is being moved because the approval meeting itself cannot be held in time, not because the deal terms changed.

A second extension is needed because the SEC review has not cleared — and this is the first filing to state a specific expected satisfaction date, July 15, 2019, against a deadline of June 17.

A duplicate of the same-day 8-K filed under Rule 425; the timing disclosure is identical.

Two mechanics fixed at once: the extension loan is capped at $1,966,000 and convertible into warrants at $1.00 each, and the rights are converted into common stock before the merger rather than at it — so right holders become shareholders, and votable ones, ahead of the closing.

A duplicate of the same-day 8-K filed under Rule 425 so the communication is covered as a prospectus; the terms are identical.

The extension buys four additional months to close the pending Akazoo transaction, but the heavy redemption reduced trust value from ~$212.2 million to ~$151.7 million, shrinking the capital available for the deal. The sponsor's per-share contribution structure ties ongoing funding to the extension period and signals sponsor confidence in completing the Akazoo combination.

The extension carried and cost the trust about 23% of the public shares: roughly $151.7 million remains against 19,932,319 shares outstanding. The warrant amendment matters separately — the warrants' termination date moved with the deadline, so they survive to June 17 rather than expiring on the original date.

Prices the extension for shareholders — about thirteen cents of additional trust value over four months — while leaving the decision to continue each month entirely with the sponsor, so the June 17 date is a ceiling and not a commitment.

Records that the deal expressly obliges Modern Media to obtain the trust extension and binds Akazoo to a leakage restriction and subscriber-KPI representations. The extracted text is the agreement's table of contents; the consideration and termination terms are in sections not reproduced here.

Puts the signed Akazoo deal terms into the prospectus record; the economics are identical to the same-day 8-K.

Fixes the consideration mechanic: the share count Akazoo holders receive is $380 million divided by the redemption price, so redemptions change the number of shares issued rather than the dollar value — and the $20 million cash to sellers is switched off entirely below $110 million of remaining trust cash.

Puts management's own valuation on the record — $469 million against $380 million of consideration, and multiples struck on 2019 forecast rather than actual revenue and gross profit. The revenue and gross-profit figures behind those multiples are projections, not reported results.

Fixes the definitive terms of the extension vote and puts a number on the arbitrage: an estimated $10.27 redemption value against a $10.20 market price, with rights and warrants worthless if the extension fails.

Sets out the terms of the extension vote: a four-month extension needing a 65% supermajority, with a redemption right at approximately $10.10 and an explicit statement that rights and warrants get nothing in a wind-up.

Cash outside the trust is down to about $374,000 with a February 17, 2019 outside date, so almost any further deal cost has to come from a sponsor advance rather than the balance sheet.

The signed LOI triggers the charter's extension, moving this SPAC's outside date to a stated February 17, 2019 — a hard liquidation date, with the target still unnamed and no definitive agreement.

Working capital outside the trust is down to about $441,000 for a SPAC more than a year past its IPO — the constraint that determines how long a search can continue without a sponsor loan.

Records a still-searching SPAC a year past its IPO, and the unit structure — a right convertible to one-tenth of a share on closing — that adds shares at any combination without any cash coming in. Flagged for review: the extracted text stops at the start of Item 1, so the financial statements, trust balance and MD&A are not covered here.

Confirms a trust funded above the $10.00 offering price at $10.10 per share, and shows $8.085 million of deferred underwriting and legal fees standing between the trust and any closing.

This is the first post-IPO 10-Q establishing the baseline trust value of $10.10/share and the 18-month combination deadline (November 2018, extendable to February 2019). No business combination target has been identified and no subsequent events were disclosed.

This 10-Q establishes MMDM's post-IPO baseline: 18 months from the May 17, 2017 closing to complete a business combination (by ~November 17, 2018), with 19,497,567 public shares subject to redemption at ~$10.72 per share. No target identified yet; no subsequent events disclosed.

What changed: Modern Media Acquisition reported the quarter ended June 30, 2019. Trust fell to $14,525,384 from $152,420,927 at March 31 following the June 14 extension redemptions, and shares subject to possible redemption fell to 4,433 from 13,522,841, carried at $45,364 against a stated redemption value of approximately $10.23. Deferred underwriting fees were cut to $4,785,000 from $7,785,000. Total current liabilities rose to $4,465,901, including $2,224,805 of accounts payable and accrued expenses, a $1,965,675 sponsor promissory note and a $30,000 working capital loan. Why it matters: The second extension emptied the trust: about 96% of the remaining public shares redeemed, leaving $14.5 million against $4.5 million of current liabilities. The underwriter also cut its deferred fee by $3 million — the terms of the deal have to be rebuilt around whatever the PIPE brings, not around the trust.

What changed: A Form 8-K filed pursuant to Rule 425 disclosing a Letter Agreement dated July 29, 2019, which amends the January 24, 2019 Business Transaction Agreement between Modern Media Acquisition Corp., Akazoo Limited, Unlimited Music S.A., Modern Media Acquisition Corp. S.A., and Macquarie Capital (USA) Inc. According to the Registrant, the Letter Agreement amended the Business Transaction Agreement to condition business combination consummation on not less than $53 million of available cash between the trust account and additional capital, a threshold the Registrant noted Akazoo may waive. The parties set the PIPE Financing price at $8.00 per PubCo Ordinary Share. Under terms established by Modern Media Sponsor LLC, the sponsor will forfeit 2.6 million PubCo Ordinary Shares and 7.32 million PubCo Warrants upon PIPE closing; however, the Registrant reported that if aggregate cash reaches $60 million, share forfeitures adjust to 2.35 million, and if it reaches $70 million, they adjust to 2.1 million. Certain creditor debts convert to shares, transaction expenses slide based on available cash, former Akazoo equity holders will receive warrants equal to the difference between sponsor-forfeited and PIPE-issued warrants (subject to a decreasing minimum floor as raises increase), and PIPE investors may receive matching share and warrant incentives. Regarding governance and personnel, the Registrant disclosed that MIHI LLC and Modern Media Sponsor LLC terminate board observer rights post-lock-up, and Mr. Lewis W. Dickey, Jr. assumes a one-year non-executive chairmanship and three-year directorship at an annual fee of $330,000 over those three years. Why it matters: Per the filing by Modern Media Acquisition Corp., this amendment materially shifts deal progress mechanics and sponsor conduct by replacing static forfeiture targets with tiered cash thresholds ($60 million and $70 million), tying sponsor economic exposure directly to PIPE execution rather than mere redemption timing. While the document does not formally extend any redemption deadline or declare a specific trust balance convention, the $53 million cash condition operates as a practical closing gate that pressures sponsors, Akazoo, and Macquarie Capital to secure PIPE capital before scheduled merger timelines expire. For public shareholders, the warrant redistribution formula and sliding-scale expenses create variable post-combination dilution and cost structures dependent on fundraising outcomes. The specified governance changes and fixed director compensation further alter post-deal oversight. Collectively, these terms recalibrate the redemption calculus, merger feasibility, and sponsor alignment ahead of the business combination.

What changed: Modern Media Acquisition filed a July 29, 2019 letter agreement with Akazoo, LuxCo, PubCo and Macquarie Capital (USA) amending the January 24, 2019 Business Transaction Agreement. PubCo will run a PIPE of PubCo shares closing immediately after the Luxembourg merger, priced at no less than USD 8.00 and no more than USD 9.00 per share subject to market demand, and may give PIPE purchasers up to 2.1 million PubCo shares plus warrants for no additional consideration. Each Modern Media creditor holding the $1.96 million of extension loans must agree to convert into PubCo shares at the PIPE price. Why it matters: Repricing: the PIPE is struck at $8.00-$9.00 against a trust value above $10.20, so new money comes in below the redemption price and the sponsor's extension loans convert at that same discounted level. The $53 million Gross Cash floor is now the binding condition, well below the trust's original size.

What changed: Modern Media Acquisition filed its annual report for the fiscal year ended March 31, 2019. Total assets fell to $152,577,706 from $211,103,404 a year earlier, reflecting the February 2019 extension redemptions; total liabilities rose to $10,546,697 and working capital swung to a $2,304,918 deficiency from $67,351 of positive working capital. Operating costs rose to $2,460,342 from $670,812, and net income was $648,100 against $452,594. Why it matters: A $2.3 million working-capital deficiency and a trust cut by more than a quarter through redemptions, with operating costs up nearly fourfold — the cost of two extensions and an unclosed deal, borne on the sponsor's loan rather than the balance sheet.

What changed: At the special meeting held June 14, 2019, Modern Media Acquisition's stockholders approved the extension amendment and the trust amendment. On the same day the company filed the charter amendment with the Delaware Secretary of State and executed Amendment No. 2 to the May 17, 2017 trust agreement and Amendment No. 2 to the May 17, 2017 warrant agreement with Continental, moving the business combination deadline, the trust liquidation date and the automatic termination of the warrant exercise period from June 17, 2019 to September 17, 2019. Why it matters: The second extension carried, pushing the outside date to September 17, 2019 and carrying the warrants' termination date with it — so the warrants again survive rather than expiring at the old deadline.

What changed: On June 12, 2019 Modern Media Acquisition convened and immediately adjourned its special meeting without conducting any business, until 11:00 a.m. on Friday June 14, 2019 at its Atlanta offices. At the reconvened meeting stockholders will vote on extending the business combination deadline by three months from June 17, 2019 to September 17, 2019, and if necessary on a further adjournment proposal. Only holders of record at the close of business on May 13, 2019 may vote. Why it matters: Procedural: the adjournment gives holders two days to react to the change from a two-month to a three-month extension before voting.

What changed: Modern Media Acquisition filed the same notice as soliciting material: the June 12, 2019 special meeting was convened and adjourned without business until 11:00 a.m. on June 14, 2019, when stockholders will vote on extending the business combination deadline from June 17, 2019 to September 17, 2019 and, if necessary, on a further adjournment; the record date remains May 13, 2019. Why it matters: A duplicate of the same-day 8-K filed as soliciting material; no change to terms.