The Music Acquisition Corporation filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.02 Termination of a Material Definitive Agreement
The information contained in Item 8.01 of this Current Report on Form 8-K with respect to the termination of certain material agreements is incorporated by reference in this Item 1.02.
Item 8.01 Other Events.
In connection with The Music Acquisition Corporation’s (the “Company”) initial public offering (the “IPO”), the Company filed a Form 8-K on February 5, 2021 announcing the entry into the following agreements, among others, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-252152) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 15, 2021 (as amended, the “Registration Statement”):
| ● | A Warrant Agreement, dated February 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”); |
| ● | A Letter Agreement, dated February 2, 2021, by and among the Company, its officers, its directors and the Company’s sponsor (the “Sponsor”), Music Acquisition Sponsor, LLC (the “Letter Agreement”); and |
| ● | A Registration Rights Agreement, dated February 2, 2021, by and between the Company, its directors and the Sponsor (the “Registration Rights Agreement”). |
The Company filed a Form 8-K on December 1, 2022 announcing, among other things, the voting results of the special meeting of stockholders (the “Special Meeting”) held on November 30, 2022. At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate its initial business combination to December 1, 2022 and approved an amendment to change the date on which the trustee must commence liquidation of the trust account. In connection with the full liquidation of the Company’s trust account, the Warrant Agreement, Letter Agreement and the Registration Rights Agreement terminated in accordance with their respective terms on December 2, 2022.
On December 5, 2022, the Company issued a press release to announce that its trust account established in connection with the Company’s IPO has been liquidated and that 22,367,351 of the Company’s outstanding shares of Class A common stock (“public shares”) were submitted to the Company’s transfer agent, Continental Stock Transfer & Trust Company, and were redeemed on December 1, 2022 at a price of approximately $10.05 per share. As of December 2, 2022, an additional 632,649 public shares were delivered to the Company’s transfer agent and were redeemed on December 2, 2022 at the same redemption price. Trading of the Company’s public shares on the New York Stock Exchange were suspended before market open on December 2, 2022. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. The Company’s initial stockholders, officers and directors have waived their right to receive distributions with respect to their common stock issued in connection with the Company’s IPO.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press release, dated December 5, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MUSIC ACQUISITION CORPORATION | ||
| By: | /s/ Neil Jacobson | |
| Name: Neil Jacobson | ||
| Title: Chief Executive Officer | ||
| Date: December 5, 2022 | ||
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