Amended Current Report Filing (8-k/a)
28 Enero 2022 - 3:31PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 28, 2022 (February 5, 2021)
The Music Acquisition Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-39985
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85-3819449
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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900
W. Sunset Blvd #1500
Hollywood, CA 90069
(Address of Principal Executive Offices) (Zip Code)
(747) 203-7219
(Registrant’s Telephone Number, Including Area
Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Units, each consisting of one share of Class A Common Stock and one-half
of one Redeemable Warrant
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TMAC.U
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The
New York Stock Exchange
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Class A Common Stock, par value $0.0001 per share
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TMAC
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The New York Stock Exchange
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Redeemable Warrants, each whole warrant exercisable for one share of Class
A Common Stock at an exercise price of $11.50
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TMAC WS
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note.
The Music Acquisition Corporation
(the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend and restate
the Company’s audited balance sheet as of February 5, 2021 that had been filed with the Company’s Current Report on Form 8-K
originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 11, 2021 (the “Original
8-K”). The audited balance sheet is being restated to (i) reflect the classification of all of the Company’s Class A common
stock, par value $0.0001 per share (the “Public Shares”), as temporary
equity in accordance with Accounting Standards Codification (“ASC”) 480-10-S99 and (ii) account for the Company’s
outstanding warrants to purchase its Class A common stock sold in the Company’s Initial Public Offering and Private Placement as
derivative liabilities. The Company had previously classified a portion of its Public Shares permanent equity. On December 6, 2021, the
Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s
audited balance sheet as of February 5, 2021 filed as Exhibit 99.1 to the Original 8-K should no longer be relied upon due to the aforementioned
changes required to reclassify the Public Shares as temporary equity to align with ASC 480-10-S99. The Audit Committee of the Board of
Directors of the Company and the Company’s independent accountants are in agreement with the matters disclosed in this Amendment.
The correction of the aforementioned classification of the Public Shares as temporary equity is reflected in Exhibit 99.1 included with
this Amendment. The above changes do not have any impact on its cash position and cash held in the trust account. The Company’s controls over financial reporting did not provide for the proper classification of the Public Shares within
the Company’s financial statements. As such, this represented a material weakness in the Company’s internal controls in the
Company’s other periodic filings with the SEC.
Except as described above,
this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in
this Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures
therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not
been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of
the Original 8-K, other than as described herein, and such forward-looking statements should be read in conjunction with the
Company’s filings with the SEC. Capitalized terms used but not defined herein have the respective meanings
ascribed thereto in the Original 8-K.
Item 8.01. Other Events.
On February 5, 2021, The Music Acquisition Corporation, a Delaware
corporation (the “Company”), consummated its initial public offering (the “IPO”) of 23,000,000 units
(the “Units”), which included the full exercise of the underwriters' option to purchase up to an additional 3,000,000
Units at the IPO price to cover over-allotments. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001
per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrants”),
with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per
share, subject to adjustment, pursuant to the Company's registration statement on Form S-1 (File No. 333-252152). The Units were sold
at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
As previously reported on a Current Report on Form 8-K of the Company
filed on February 5, 2021, simultaneously with the consummation of the IPO, the Company completed a private placement of an aggregate
of 6,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating
total gross proceeds of $6,600,000 (the “Private Placement”).
A total of $230,000,000 of the net proceeds from the IPO and the Private
Placement was deposited in a trust account established for the benefit of the Company's public stockholders. An audited balance sheet
as of February 5, 2021, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement, has been issued by
the Company and is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Audited balance sheet.
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104
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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.
Dated: January 28, 2022
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THE MUSIC ACQUISITION CORPORATION
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By:
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/s/ Neil Jacobson
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Name:
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Neil Jacobson
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Title:
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Chief Executive Officer
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3
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