HARMONY MERGER CORP. (NASDAQ:HRMN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive
Agreement.

General; Structure of Transactions

On January 7, 2017, Harmony Merger Corp., a Delaware corporation
(Harmony), entered into an Agreement and Plan of
Reorganization (the Amalgamation Agreement) by and among
Harmony, Harmony Merger Sub (Canada) Inc., a corporation
incorporated under the laws of the Province of Ontario and a
wholly owned subsidiary of Harmony (Merger Sub), Customer
Acquisition Network (Canada) Inc., a corporation incorporated
under the laws of the Province of Ontario (Customer
Acquisition), and the shareholders of Customer Acquisition
(Signing Holders). Subject to the Amalgamation Agreement, (i)
Harmony will convert from a Delaware corporation to a corporation
continued under the laws of the Province of Ontario, Canada (the
Redomestication), (iii) Merger Sub will reduce the stated
capital of the Class B common shares of Merger Sub by an amount
of $2,500,000 and will issue a promissory note to each holder of
such class representing such holders pro rata entitlement to the
amount of such reduction of stated capital, and (iv) an
amalgamation (the Amalgamation and together with the
Redomestication and the Pre-Amalgamation Exchange, the
Transactions) of Harmony, Merger Sub and Customer
Acquisition will take place to form a corporation amalgamated
under the laws of the Province of Ontario named Mundo Media Ltd.
(Mundo).

Customer Acquisition is a Canadian-controlled private corporation
operating through its wholly-owned subsidiaries which provide
digital marketing and advertising services and solutions.
Customer Acquisitions principal wholly-owned subsidiary,
MUNDOmedia Ltd., is a global provider in online performance based
advertising, connecting over 35,000 publishers from around the
world with more than 1,000 premium advertisers.

The Transactions are expected to be consummated in the first
quarter of 2017, after the required approval by the stockholders
of Harmony and the fulfillment of certain other conditions, as
described herein and in the Amalgamation Agreement.

The following summaries of the Transactions and related actions,
the Amalgamation Agreement and the other agreements to be entered
into by the parties are qualified in their entirety by reference
to the text of the agreements, certain of which are attached as
exhibits hereto and are incorporated herein by reference.

Consideration in the Transactions

Upon consummation of the Transactions, the Signing Holders and
option holders of Customer Acquisition, in exchange for all of
their securities of Customer Acquisition, will receive:

	an aggregate of 10,931,373 shares of Mundo;
	$25,000,000 in cash;
	options to purchase 856,081 shares of Mundo; and
	an additional number of shares of Mundo (the Contingent Shares) to be delivered to the Signing Shareholders upon and subject to Mundo achieving certain financial results following the Transactions described below.

Additionally, upon consummation of the Transactions, each issued
and outstanding share of Harmony common stock will be
automatically converted into one share of Mundo and each
outstanding redeemable warrant of Harmony entitling the holder to
purchase one share of Harmony common stock at a price of $11.50
per share will automatically be converted into warrants of Mundo
having the same terms.

Contingent Shares

The Signing Holders will be entitled to receive additional
Contingent Shares based on Mundos achievement of specified net
income or share targets in the fiscal years ending December 31,
2017 and 2018. The following table sets forth the net income
targets and the number of Contingent Shares issuable to the
Signing Holders upon the achievement of such targets:

Year ending December 31,		Net Income Target				Share Price Target*				Number of Shares
		$	15,250,000			$	12.00				1,397,059
		$	21,500,000			$	15.00				1,397,059

*As adjusted for share splits, share dividends, reorganizations
and recapitalizations.

In order for Mundo to achieve the share price target, such
closing price must equal or exceed the required target for any 15
trading days within a 30-trading day period.

If Mundo does not satisfy the net income target for the fiscal
year ending December 31, 2017 but Mundos aggregate net income for
the year ending December 31, 2018 equals or exceeds $36,750,000,
Mundo shall deliver the entirety of 2,794,118 Contingent Shares
to the Signing Holders.

Additionally, upon the closing of a liquidation, merger, stock
exchange or other similar transaction or series of transactions
which requires the approval of the shareholders of Mundo and at a
valuation of Mundo or its assets that is equivalent to a per
share purchase price in excess of $10.20 per share, the total
Contingent Shares shall become fully earned and due to the
Signing Holders.

In connection with the signing of the Amalgamation Agreement,
Harmony engaged Cassel Salpeter Co., LLC to render to Harmonys
board of directors its opinion on the fairness to Harmony of the
consideration to be paid by Harmony to Customer Acquisition and
on the fair market value of Customer Acquisition.

Lock-Up Agreements

The Signing Holders and holders of Customer Acquisition options
will agree not to transfer the Mundo shares and shares underlying
options they will receive as a result of the Transactions from
the closing of the transaction (Closing Date) until (A) with
respect to 50% of such shares, the earlier of (i) the date on
which the closing price of the shares of Mundo stock exceeds
$12.50 per share for any 20 trading days within a 30-trading day
period following the Closing Date and (ii) the day preceding the
day that is twelve months after the Closing Date (or six months
after the Closing Date for certain smaller securityholders) and
(B) with respect to the remaining 50% of such shares, the day
preceding the day that is twelve months after the Closing Date.
This corresponds to the Harmony initial stockholders restrictions
on transferring their shares memorialized in the escrow agreement
entered into in connection with Harmonys initial public offering.

Indemnification of Mundo

To provide a fund for payment to Mundo with respect to its
post-closing rights to indemnification under the Amalgamation
Agreement for breaches of representations and warranties and
covenants by Customer Acquisition and the Signing Holders and for
certain reimbursable expenses, there will be placed in escrow
(with Continental Stock Transfer Trust Company as escrow agent)
an aggregate of 7.5% of the Mundo shares issuable to the Signing
Holders at closing. The escrow will be the sole remedy for Mundo
for its rights to indemnification under the Amalgamation
Agreement. Claims for indemnification may be asserted against the
escrow fund by Mundo once its damages exceed a $1,000,000
threshold and will be reimbursable to the full extent of the
damages in excess of such amount. The Mundo shares in escrow
shall be released to the Signing Holders, subject to reduction
based on shares cancelled for claims ultimately resolved and
those still pending resolution at the time of the release, on the
second anniversary of the Closing Date or earlier if Mundo
engages in a subsequent liquidation, merger, stock exchange or
other similar transaction which results in all of the
shareholders of Mundo having the right to exchange their shares
for cash, securities or other property.

Representations and Warranties

The Amalgamation Agreement contains representations and
warranties of Customer Acquisition, the Signing Holders, Harmony
and Merger Sub relating to, among other things, (a) proper
organization and similar corporate matters, (b) capital structure
of each constituent company, (c) the authorization, performance
and enforceability of the Amalgamation Agreement, (d) licenses
and permits, (e) taxes, (f) financial information and absence of
undisclosed liabilities, (g) holding of leases and ownership of
real property and other properties, including intellectual
property, (h) accounts receivable, (i) contracts, (j) title to,
and condition of, properties and environmental condition thereof,
(k) absence of certain changes, (l) employee matters, (m)
compliance with laws, (n) litigation and (o) regulatory matters.

Covenants

Harmony and Customer Acquisition have each agreed to take such
actions as are necessary, proper or advisable to consummate the
Transactions. They have also agreed to continue to operate their
respective businesses in the ordinary course prior to the Closing
Date and not to take certain specified actions without the prior
written consent of the other party.

The Amalgamation Agreement also contains additional covenants of
the parties, including, among others, covenants providing for:

(i)	The parties to use commercially reasonable efforts to obtain all necessary approvals from governmental agencies and other third parties;

(ii)	The protection of, and access to, confidential information of the parties;

(iii)

Customer Acquisition and Harmony and their respective affiliates ceasing discussions for alternative transactions (subject to certain limited exceptions);

(iv)

Harmony and Mundo to prepare and file a proxy statement/registration statement as soon as reasonably practicable to (1) solicit proxies from the Harmony stockholders to vote on proposals regarding the approval of the Transactions, and (2) issue the securities of Mundo to the former security holders of Harmony and Customer Acquisition;

(v)	Harmony and Customer Acquisition to use their commercially reasonable best efforts to obtain the dual listing of Mundos ordinary shares on the Toronto Stock Exchange and the NASDAQ Stock Market (Nasdaq);

(vi)	Customer Acquisition and the Signing Holders to waive their rights to make claims against Harmony to collect from the trust account; and

(vii)

Customer Acquisition to provide periodic financial information to Harmony through the closing.

Conditions to Closing

General Conditions

Consummation of the Transactions is conditioned on (i) the
Harmony stockholders approving the Transactions, (ii) the proxy
statement/registration statement being declared effective, (iii)
Harmony having at least $5,000,001 of net tangible assets
following exercise of conversion rights by holders of Harmony
public shares and (iv) confirmation from the Toronto Stock
Exchange or Nasdaq that Holdco meets all the requirements for
listing on such exchange other than the requirement to have a
sufficient number of round lot holders.

In addition, the consummation of the Transactions is conditioned
upon, among other things, (i) no order, stay, judgment or decree
being issued by any governmental authority preventing,
restraining or prohibiting in whole or in part, the consummation
of such transactions and (ii) the receipt of all necessary
consents and approvals by third parties and the completion of
necessary proceedings.

Harmony and Merger Sub Conditions to Closing

The obligations of Harmony and Merger Sub to consummate the
Transactions are also conditioned upon, among other things:

there being no material adverse change affecting Customer Acquisition;

the lock-up agreements shall have been executed and delivered by the parties thereto;

certain individuals shall be appointed to the board of directors of Mundo; and

(i) all outstanding indebtedness owned by any insider of Customer Acquisition shall have been repaid in full; (ii) all guaranteed or similar arrangements to which Customer Acquisition has guaranteed the payment or performance of any obligations of any Customer Acquisition insider to a third party shall have been terminated; and (iii) no Customer Acquisition insider shall own any direct equity interests in any subsidiary of Customer Acquisition.

Customer Acquisition Conditions to Closing

The obligations of Customer Acquisition to consummate the
Transactions also are conditioned upon, among other things:

there being no material adverse change affecting Harmony;

the Company obtaining all necessary required consents (the RBC Consents) from Royal Bank of Canada (RBC) to consummate the transactions required by certain agreements between the Company and RBC; and

Harmony shall have arranged for funds remaining in the trust account to be dispersed to Mundo upon the closing of the Transactions.

Waivers

If permitted under applicable law, either Harmony or Customer
Acquisition may waive any inaccuracies in the representations and
warranties made to such party contained in the Amalgamation
Agreement and waive compliance with any agreements or conditions
for the benefit of itself or such party contained in the
Amalgamation Agreement. However, the condition requiring that
Harmony have at least $5,000,001 of net tangible assets may not
be waived.

Termination

The Amalgamation Agreement may be terminated at any time, but not
later than the closing, as follows:

(i)	by mutual written consent of Harmony and Customer Acquisition;

(ii)	by either Harmony or Customer Acquisition in certain circumstances if the Transactions are not consummated on or before March 27, 2017 or such later date as may be approved by the stockholders of Harmony;

(iii)

by either Harmony or Customer Acquisition if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which order, decree, judgment, ruling or other action is final and nonappealable;

(iv)

by either Harmony or Customer Acquisition if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within fifteen days of the notice of an intent to terminate, provided that the terminating party is itself not in breach;

(v)

by either Harmony or Customer Acquisition if, at the Harmony stockholder meeting, the Transactions shall fail to be approved by holders of Harmony shares or Harmony will have less than $5,000,001 of net tangible assets following the exercise by the holders of shares of Harmony common stock issued in Harmonys initial public offering of their rights to convert the shares of Harmony common stock held by them into cash;

(vi)

by Customer Acquisition if immediately prior to the closing of the Transactions, Harmony does not have cash on hand of $57,000,000 (excluding a $5,000,000 fee owed to certain investment banks) after payment of certain expenses by Harmony, including certain payments owed to stockholders of Harmony; or

(vii)

by Customer Acquisition if the RBC Consents are not obtained within five days of the Company requesting such consents.

Post-Transactions Board of Directors of Holdco

At the Closing, Mundos board of directors will consist of seven
members, of which Customer Acquisition will be entitled to
appoint five and Harmony will be entitled to appoint two. Harmony
has appointed Eric S. Rosenfeld and David Sgro as its two
nominees. Customer Acquisition has appointed Ross Levinsohn,
Executive Chairman, Jason Theofilos and Morden Lazarus at this
time and will appoint its remaining two nominees prior to the
Closing Date.

Item 7.01Regulation FD
Disclosure.

Investor Presentation

Harmony is filing the attached investor presentation (Exhibit
99.2 to this Form 8-K) as Regulation FD Disclosure material.

Press Release

Harmony is filing the attached press releases (Exhibits 99.1(a)
and 99.1(b) to this Form 8-K) as Regulation FD Disclosure
material.

Item 9.01 Financial Statements, Pro Forma Financial
Information and Exhibits.

(d)Exhibits:

Exhibit		Description
2.1		Agreement and Plan of Reorganization, dated as of January 7, 2017, by and among Harmony Merger Corp., Harmony Merger Sub (Canada) Inc., Customer Acquisition Network (Canada) Inc., and the shareholders of Customer Acquisition Network (Canada) Inc.*
10.1		Form of Escrow Agreement.
10.2(a)		Form of Lock-Up Agreement.
10.2(b)		Form of Lock-Up Agreement.
99.1(a)		Press release of Harmony Merger Corp. dated January 9, 2017.
99.1(b)		Press release of Harmony Merger Corp. dated January 9, 2017.
99.2		Investor Presentation.

* Certain exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). Harmony
agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the Securities and Exchange Commission upon its
request.

HARMONY MERGER CORP. (NASDAQ:HRMN) Recent Trading Information

HARMONY MERGER CORP. (NASDAQ:HRMN) closed its last trading session up +0.03 at 10.20 with 15,383 shares trading hands.