MMDM SEC filings, in plain English
Everything Modern Media Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 27 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: At a special meeting held August 28, 2019, Modern Media Acquisition Corp. stockholders approved adoption of the Business Transaction Agreement dated January 24, 2019 (as amended), which provides for a combination of the company and Akazoo Limited into Modern Media Acquisition Corp. S.A., a Luxembourg public limited company to be renamed Akazoo S.A. on consummation. The vote was 6,202,402 for, 13,037 against and 315 abstaining. Why it matters: The stockholder-approval condition is recorded as satisfied and the redemption number is now fixed rather than estimated: approximately $14.0 million of trust cash is what the SPAC side carries into closing, against approximately 1,357,608 remaining shares. The trust and share figures are furnished under Item 7.01 and are the company's own statement of the position as of the vote, expressly not filed for Section 18 purposes.
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 vs 2019-02-14trust $212.2M → $14.5M -93%deadline 2019-06-17 → 2019-09-17trust account, combination deadline, sponsor loans outstanding +22 moved · 3 with no prior record of ours
- Trust account
- $212.2M$14.5M
- Combination deadline
- 2019-06-172019-09-17
- Sponsor loans outstanding
- not previously extracted$30K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 19.7Mnot matched in this filing
SpacBrain reads this as $197,670,818 left the trust between the two filings.
The clause …“61,642 41,250 Total Current Assets 70,883 156,779 Investment securities held in Trust Account 14,525,384 152,420,927 Total Assets $ 14,596,267 $ 152,577,706 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Accounts payable”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“in the trust account in the event the Company does not complete an initial business combination by September 17, 2019 and, in such event, such amounts will be included with the funds held in the trust account that will be available”…
The clause …“with the Initial Public Offering. As of June 30, 2019, the Company had $30,000 outstanding under the Working Capital Loans. 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Companys ability to continue as a going concern through September 17, 2019, the scheduled liquidation date of the Company. These”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2018-06-28trust $210.5M → $152.4M -28%deadline 2018-11-17 → 2019-09-17shares 19.6M → 13.5M -31%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $210.5M$152.4M
- Combination deadline
- 2018-11-172019-09-17
- Redeemable shares
- 19.6M13.5M
- Going-concern doubt
- stated · unchanged
- Mandate language
- We intend to focus on evaluating more established companies … · unchanged
SpacBrain reads this as $58,081,996 left the trust between the two filings.
The clause …“Liquidity and Capital Resources As of March 31, 2019, we had investments held in the Trust Account of $152,420,927 (including approximately $4,453,000 of interest income) consisting of U.S. treasury bills with a maturity of 180”…
SpacBrain reads this as 304 days later than the previous record.
The clause …“warrants) have certain registration rights. If we do not complete our initial business combination by September 17, 2019, absent any other action by our stockholders to otherwise extend such date, the private placement warrants will”…
SpacBrain reads this as 6,030,156 shares are no longer redeemable.
The clause …“authorized; 6,409,478 and 6,322,003 shares issued and outstanding (excluding 13,522,841 and 19,552,997 shares subject to possible redemption) at March 31, 2019 and 2018, respectively 641 632 Additional paid-in capital 3,901,718”…
The clause …“accounting firms report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. As of March 31, 2019, we had $115,529 in cash and working capital deficit of $2,304,918.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Modern Media Acquisition reported that after discussions following the May 20, 2019 definitive extension proxy, the parties to the Akazoo combination determined all conditions precedent may not be satisfied by August 17, 2019 and now expect closing in the third quarter of 2019. The company will therefore seek approval to extend the business combination deadline from June 17, 2019 to September 17, 2019 instead, amending all references in the proxy, and will convene the June 12 meeting only to adjourn it immediately without business until 11:00 a.m. on June 14, 2019. Why it matters: Changes the extension sought from two months to three days before the vote, and confirms the closing expectation has moved to the third quarter.
What changed: Modern Media Acquisition supplemented its May 20, 2019 definitive extension proxy as soliciting material: after subsequent discussions the parties determined all conditions precedent to the Akazoo combination may not be satisfied by August 17, 2019, and now expect it to close in the third quarter of 2019. The company therefore seeks approval to extend the deadline from June 17, 2019 to September 17, 2019 rather than August 17, and amends every reference in the proxy accordingly. Why it matters: 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.
What changed: Modern Media Acquisition filed its definitive proxy statement for a special meeting on June 12, 2019 at its Atlanta offices, seeking to amend the charter and the May 17, 2017 trust agreement to move the business combination deadline and the trust liquidation date from June 17, 2019 to August 17, 2019, plus an adjournment proposal. Why it matters: The definitive version of the second extension request — a two-month extension sought because the approval meeting itself cannot be convened in time.
What changed vs 2019-01-15deadline 2019-06-17 → 2019-08-17combination deadline1 moved
- Combination deadline
- 2019-06-172019-08-17
SpacBrain reads this as 61 days later than the previous record.
The clause …“100% of the Offering Shares if the Corporation has not completed its initial Business Combination by August 17, 2019, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Modern Media Acquisition filed a preliminary proxy statement for a June 2019 special meeting seeking to amend its charter and its May 17, 2017 trust agreement to extend the business combination deadline and the trust liquidation date from June 17, 2019 to August 17, 2019, plus an adjournment proposal to permit further solicitation if the votes are short. Why it matters: 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.
What changed: Modern Media Acquisition filed the same May 8, 2019 disclosure as a Rule 425 communication: the parties are responding to SEC comments on the February 12, 2019 Form F-4, consider it unlikely the registration statement will be declared effective in time to close by the June 17, 2019 charter deadline, anticipate all conditions precedent being satisfied by July 15, 2019, and intend to call a special meeting to extend the deadline to August 17, 2019 with a record date tentatively set for May 13, 2019. Why it matters: A duplicate of the same-day 8-K filed under Rule 425; the timing disclosure is identical.
What changed: On May 8, 2019 Modern Media Acquisition disclosed that it, Akazoo and PubCo are responding to SEC comments on the Form F-4 filed February 12, 2019 and working toward the other closing conditions, but have determined it is unlikely the registration statement will go effective in time to consummate the business combination by June 17, 2019, the charter deadline. The parties anticipate all conditions precedent will be satisfied by July 15, 2019. Why it matters: 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.
What changed: Modern Media Acquisition filed the same disclosure as a Rule 425 communication: the March 26, 2019 sponsor promissory note for up to $1,966,000 evidencing the $0.0333-per-share monthly extension contributions, non-interest bearing, payable at the business combination and convertible by the sponsor into warrants at $1.00 per warrant; and the March 29, 2019 amendment to the May 17, 2017 Right Agreement converting each right into 0.1 shares of common stock immediately prior to the merger into PubCo, rounded up. Why it matters: A duplicate of the same-day 8-K filed under Rule 425 so the communication is covered as a prospectus; the terms are identical.
What changed: On March 26, 2019 Modern Media Acquisition delivered to sponsor Modern Media Sponsor, LLC a promissory note for up to $1,966,000 evidencing the previously agreed monthly extension contributions of $0.0333 per non-redeemed public share, running from February 17, 2019 through the 16th of each subsequent month until a business combination closes. The note is non-interest bearing, payable at the closing of the business combination, and the sponsor may convert each $1.00 of principal into one warrant. The filing states the sponsor beneficially owns approximately 25% of the outstanding common stock. Why it matters: 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.
What changed: Modern Media Acquisition filed the same March 2019 Akazoo investor presentation as definitive additional proxy material. The extracted text contains only the forward-looking-statement legend and the non-IFRS note defining EBITDA and Adjusted Gross Profit (gross profit plus media costs). Why it matters: Flagged for review: only the disclaimer pages are in the extracted text; no figure from the presentation is captured.(flagged for human review)
What changed: Modern Media Acquisition Corp. S.A. filed the same March 2019 Akazoo investor presentation as a Rule 425 communication. The extracted text contains only the forward-looking-statement legend and the non-IFRS note, which defines EBITDA and defines Adjusted Gross Profit as gross profit plus media costs and states that forward-looking non-IFRS figures are not reconciled to IFRS. Why it matters: Flagged for review: only the disclaimer pages are in the extracted text; no figure from the presentation is captured.(flagged for human review)
What changed: Modern Media Acquisition furnished an Akazoo investor presentation dated March 2019 as Exhibit 99.1. Why it matters: Flagged for review: only the disclaimer pages of this deck are in the extracted text, so none of Akazoo's figures are captured here. The one substantive point visible is the definition of Adjusted Gross Profit as gross profit plus media costs — a measure that adds back a marketing expense, which matters because the January webcast struck a valuation multiple on it.(flagged for human review)
What changed: On February 8, 2019, stockholders approved a charter amendment extending the business combination deadline from February 17, 2019 to June 17, 2019, and 5,942,681 shares were redeemed, leaving approximately $151.7 million in trust and 19,932,319 shares outstanding. The sponsor agreed to loan $0.0333 per non-redeemed public share per month to fund the extension, convertible into warrants at $1.00 each. Why it matters: 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.
What changed vs 2018-11-09trust $211.5M → $212.2M +0%deadline 2019-02-17 → 2019-06-17shares 19.7M → 19.7M +0%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $211.5M$212.2M
- Combination deadline
- 2019-02-172019-06-17
- Redeemable shares
- 19.7M19.7M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $676,248 was added to the trust between the two filings.
The clause …“11,670 42,083 Total Current Assets 309,297 600,481 Marketable securities held in Trust Account 212,196,202 210,502,923 Total Assets $ 212,505,499 $ 211,103,404 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Accounts”…
SpacBrain reads this as 120 days later than the previous record.
The clause …“initial business combination. If the Company is unable to complete an initial business combination by June 17, 2019, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible”…
SpacBrain reads this as 65,372 more shares carry a redemption right.
The clause …“authorized; 6,150,056 and 6,322,003 shares issued and outstanding (excluding 19,724,944 and 19,552,997 shares subject to possible redemption) as of December 31, 2018 and March 31, 2018, respectively 615 632 Additional paid-in capital”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Companys ability to continue as a going concern through June 17, 2019, the scheduled liquidation date of the Company. These”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Modern Media Acquisition reported that on February 12, 2019 PubCo (Modern Media Acquisition Corp. S.A., now incorporated as a Luxembourg public limited company) filed a registration statement on Form F-4, No. 333-229613, with the SEC, containing a preliminary proxy statement of Modern Media and a preliminary prospectus of PubCo covering the PubCo ordinary shares of nominal value €0.01 and warrants to be issued in the Akazoo transaction. Why it matters: Starts the registration process for the Akazoo deal and confirms LuxCo and PubCo, described as in formation at signing, had been incorporated by this date.
What changed: At the special meeting held February 8, 2019, Modern Media Acquisition's stockholders approved the extension amendment and the trust amendment by 21,401,953 votes for to 1,386,546 against, with no abstentions or broker non-votes, and re-elected John White as a Class I director by 20,900,171 to 1,888,328 withheld. Why it matters: 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.
What changed: On February 4, 2019 Modern Media Acquisition announced that if the extension amendment and trust amendment are approved at the February 8 special meeting, sponsor Modern Media Sponsor, LLC will lend the company $0.0333 per non-redeemed public share for each month or part month from February 17, 2019 until the extended date of June 17, 2019, deposited into the trust by the 27th of each month. Why it matters: 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.
What changed: Modern Media Acquisition filed the execution version of the January 24, 2019 Business Transaction Agreement among Modern Media Acquisition Corp., Modern Media LLC on behalf of Modern Media Acquisition Corp. S.A., Apostolos N. Zervos on behalf of Unlimited Music S.A., and Akazoo Limited. Why it matters: 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.
What changed: On January 24, 2019 Modern Media Acquisition entered a Business Transaction Agreement with Akazoo Limited (a Scottish company), Unlimited Music S.A. in formation ('LuxCo') and Modern Media Acquisition Corp. S.A. in formation ('PubCo'). The structure is a three-step Luxembourg reorganisation: Modern Media merges into PubCo with PubCo surviving as the listed entity; no later than seven days before that, LuxCo acquires all of Akazoo's share capital by issuing mirror LuxCo shares; and on the calendar day after the merger, LuxCo merges into PubCo, leaving Akazoo a wholly owned subsidiary of PubCo. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2019-06-30
SpacBrain reads this as the agreement may be terminated from 2019-06-30.
The clause …“(i) consummation of the Business Combination has not occurred on or prior to June 30, 2019 (the Outside Date ) for any reason other than delay and/or nonperformance of the party seeking such termination; (ii) the conditions set”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Modern Media Acquisition filed the transcript of the January 24, 2019 investor webcast on the proposed Akazoo Limited combination. Why it matters: 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.
What changed: Modern Media Acquisition filed the same disclosure of its January 24, 2019 Business Transaction Agreement with Akazoo Limited as a Rule 425 communication. Why it matters: Puts the signed Akazoo deal terms into the prospectus record; the economics are identical to the same-day 8-K.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2019-06-30 · unchanged
The clause …“(i) consummation of the Business Combination has not occurred on or prior to June 30, 2019 (the Outside Date ) for any reason other than delay and/or nonperformance of the party seeking such termination; (ii) the conditions set”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.