Akazoo Ltd. entered into a definitive agreement to acquire Modern Media Acquisition Corp. (NasdaqCM:MMDM) (‘MMDM’) from Lewis W. Dickey, Jr. and other shareholders in a reverse merger transaction on January 24, 2019. The transaction will combine Akazoo and MMDM under a new holding company (‘Holdco’) that will become the publicly traded entity. Pursuant to the transaction, each share of MMDM common stock will convert into the right to receive one share of Holdco and each warrant to purchase MMDM common stock will convert into a warrant to purchase an equal number of shares of Holdco on the same terms as the MMDM warrants. Also as a result of the transaction, holders of MMDM's currently outstanding rights to purchase MMDM common stock will receive, as to each right, 0.1 shares of Holdco. The existing Akazoo shareholders will receive an aggregate number of Holdco shares equal to an assumed Akazoo enterprise value of $380 million (less any cash payment to them) divided by the per share redemption price applicable to the redemptions by the public stockholders of MMDM. The existing Akazoo shareholders will receive a cash distribution of up to $20 million, in exchange for a portion of their shares, if and to the extent that cash available in MMDM's trust account, after the payment of transaction fees and expenses and any redemptions, exceeds $110 million. Upon closing, Akazoo will become a wholly owned subsidiary of Holdco and Akazoo’s shareholders will will own 73.8%-84.8% of Holdco shares, depending upon the financing. Follow the transaction, the Holdco will be renamed to Akazoo S.A. Upon the consummation of the business combination,MMDM common stock, MMAC units, MMDM warrants and MMDM rights will be delisted from NASDAQ and will cease public trading. The holding company will be domiciled in Luxembourg and intends to list on the Nasdaq Stock Market under the symbol "SONG" following completion of the transaction. Akazoo's existing shareholders, which include Toscafund / Penta Capital, are expected to own a majority of the stock of the combined company upon the consummation of the proposed transaction. The combined company will continue to be led by Akazoo's management team under the leadership of Apostolos N. Zervos, Akazoo's founder and Chief Executive Officer. Pierre Schreuder, Akazoo's Chief Financial Officer, will continue in his role in the combined company. Lewis W. Dickey, Jr., President, Chief Executive Officer and Chairman of MMDM, will serve as a Director and Non-Executive Chairman of the board while Panagiotis Dimitropoulos will serve as a non-executive director of Holdco. Other members of the board of the combined company include Maja Lapcevic, Athan Stephanopoulos, David Roche and Alexander Macridis. Completion of the transaction is subject to approval by stockholders of Akazoo and MMDM, a registration statement on Form F-4 being declared effective, the issuance of all necessary permits and authorizations under state securities or “blue sky” laws, funds contained in the MMDM's trust account and any additional capital otherwise available to MMDM being not less than $60 million, the shares of Holdco having been approved for listing on Nasdaq, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and certain other customary conditions. The transaction has been unanimously approved by the Boards of Directors of both Akazoo and MMDM. The Board of MMDM unanimously recommended that the stockholders vote in favor of the transaction. The founding stockholders of MMDM, representing approximately 78.6% of its shares have agreed to vote their shares in favor of the transaction. Holders of a majority of Akazoo’s voting power have agreed to vote to approve the transaction. Pursuant to its certificate of incorporation, MMDM has until February 17, 2019 to complete a business combination. It is anticipated that all conditions precedent to the consummation of the transaction will be satisfied by July 15, 2019. On August 28, 2019, shareholders of MMDM approved the transaction. As of September 9, 2019, the minimum cash condition to be available in MMDM trust account was satisfied. The transaction is expected to close in the first half of 2019. On June 7, 2019, MMDM made an amendment to the extension deadline for the completion of the transaction from June 17, 2019 to September 17, 2019, rather than August 17, 2019. Macquarie Capital acted as financial advisor, and William B. Rowland, Mark Hanson and John Zamer of Jones Day and Greenberg Traurig LLP served as legal advisors to MMDM. David Levine, Giovanni Caruso and Mitchell S. Nussbaum of Loeb & Loeb LLP and Phanar Legal acted as legal advisors to Akazoo. Morrow Sodali LLC acted as information agent for MMDM, and received a fee of $25,000 for its services. Continental Stock Transfer & Trust Company, Inc. acted as the transfer agent to MMDM. Akazoo Ltd. completed the acquisition of Modern Media Acquisition Corp. (NasdaqCM:MMDM) (‘MMDM’) from Lewis W. Dickey, Jr. and other shareholders in a reverse merger transaction on September 11, 2019. The combined company expects to begin trading on September 11, 2019 under the name Akazoo S.A. on the Nasdaq Stock Market under the ticker symbol "SONG". Immediately following the completion of the transaction, Akazoo issued an aggregate of 6,512,898 additional Akazoo ordinary shares and 4,740,768 additional Akazoo $9.20 Warrants in a private placement offering pursuant to an exemption from the registration requirements of the Securities Act, equity holders of Modern Media Sponsor LLC, MMDM’s former sponsor, forfeited an aggregate of 2,600,000 Akazoo ordinary shares and 7,320,000 Akazoo $11.50 Warrants, all in accordance with the terms of the transaction; and Akazoo issued an aggregate of 874,460 additional Akazoo ordinary shares to satisfy outstanding promissory notes and certain expenses.