MODERN MEDIA ACQUISITION CORP. (NASDAQ:MMDMU) Files An 8-K Unregistered Sales of Equity Securities
Item3.02.
| Unregistered Sales of Equity Securities. |
On May17, 2017, simultaneously with the completion of the IPO,
the Company completed the Private Placement of 7,320,000 Private
Placement Warrants (including 270,000 Private Placement Warrants
resulting from the full exercise of the underwriters
over-allotment option) at a price of $1.00 per Private Placement
Warrant, generating total proceeds of $7,320,000. No underwriting
discounts or commissions were paid with respect to the Private
Placement. The Private Placement was conducted as a non-public
transaction and, as a transaction by an issuer not involving a
public offering, is exempt from registration under the Securities
Act in reliance upon Section4(a)(2) of the Securities Act. The
Private Placement Warrants, which were purchased by the Sponsor,
are substantially similar to the Public Warrants underlying the
Units, except that if held by the original holder or their
permitted assigns, they (i)may be exercised on a cashless basis,
(ii)are not subject to redemption and (iii)subject to certain
limited exceptions, will be subject to transfer restrictions
until 30 days after the completion of the Companys initial
business combination. If the Private Placement Warrants are held
by holders other than the initial purchaser or its permitted
transferees, the Private Placement Warrants will be redeemable by
the Company and exercisable by the holders on the same basis as
the Public Warrants included in the Units sold in the IPO.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective upon the closing of the IPO, the following individuals
were appointed to the board of directors of the Company: Blair
Faulstich, George Brokaw and John White. Additional information
regarding, among other things, each individuals background, board
committee membership and compensatory arrangements is contained
in the Registration Statement and is incorporated by reference
herein.
| Item5.03. |
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On May17, 2017, the Company filed its second amended and restated
certificate of incorporation (the Certificate of
Incorporation) in the State of Delaware, which was
effective upon filing.The Certificate of Incorporation authorizes
the issuance of up to 100,000,000 shares of Common Stock, par
value $0.0001 per share, and up to 10,000,000 shares of preferred
stock, par value $0.0001 per share.
The Certificate of Incorporation also provides, among other
things, that:
(i) a certain amount of the IPO proceeds will be placed into a
Trust Account, which proceeds, except for the withdrawal of
interest to pay the Companys taxes, may not be disbursed from the
Trust Account until the earlier of (i)the completion of the
Companys initial business combination, (ii)the redemption of the
public shares if the Company does not complete the initial
business combination within 18 months from the closing date of
the IPO (or 21 months from the closing date of the IPO if the
Company has executed a letter of intent, agreement in principle
or definitive agreement for the initial business combination
within 18 months from the closing date of the IPO but has not
completed such initial business combination within such 18 month
period), subject to applicable law, or (iii)the redemption of the
public shares properly submitted in connection with a stockholder
vote to approve an amendment to the Companys Certificate of
Incorporation that would affect the substance or timing of the
Companys obligation to redeem 50% of the public shares if the
Company has not completed the initial business combination within
18 months from the closing date of the IPO (or 21 months, as
applicable);
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(ii) the Company, prior to the consummation of the initial
business combination, may not issue additional shares of capital
stock that would entitle the holders thereof to: (i)receive funds
from the Trust Account; or (ii)vote on any initial business
combination;
(iii) the Company, prior to the consummation of the initial
business combination, will provide the holders of its public
shares with the opportunity to redeem their shares upon the
completion of the Companys initial business combination, as
provided in the Certificate of Incorporation and as described in
the Companys Registration Statement; provided, however,
that the Company will not redeem the public shares and will not
proceed with the related business combination to the extent that
such redemption would result in the Company having net tangible
assets of less than $5,000,001;
(iv) the Companys initial business combination must occur with
one or more target businesses that together have an aggregate
fair market value of at least 80% of the value of the assets held
in the Trust Account (excluding deferred underwriting commissions
and taxes payable on the interest earned on the Trust Account) at
the time of signing of a definitive agreement in connection with
the Companys initial business combination;
(v) if the Companys stockholders approve an amendment to the
Certificate of Incorporation that would affect the substance or
timing of the Companys obligation to redeem 50% of the public
shares if the Company does not complete the initial business
combination within 18 months from the closing date of the IPO (or
21 months, as applicable), the Company will provide the holders
of its public shares with the opportunity to redeem all or a
portion of their public shares upon approval of any such
amendment;
(vi) if the Company offers to redeem the public shares in
conjunction with a stockholder vote on the initial business
combination to a proxy solicitation, a holder of public shares,
together with any affiliate of such holder or any other person
with whom such holder is acting in concert or as a group (as
defined under Section13(d)(3) of the Securities Exchange Act of
1934), will be restricted from seeking redemption rights with
respect to more than 20% of the public shares; and
(vii) if the Company does not complete the initial business
combination within 18 months from the closing date of the IPO (or
21 months from the closing date of the IPO if the Company has
executed a letter of intent, agreement in principle or definitive
agreement for the initial business combination within 18 months
from the closing date of the IPO but has not completed such
initial business combination within such 18 month period), the
Company will (i)cease all operations except for the purpose of
winding up, (ii)as promptly as reasonably possible, redeem the
public shares, and (iii)as promptly as reasonably possible
following such redemption, subject to the approval of the
Companys remaining stockholders and board of directors, dissolve
and liquidate.
The Certificate of Incorporation provides that the
above-referenced requirements and restrictions may only be
amended prior to the completion of the initial business
combination with the affirmative vote of the holders of at least
65% of the stock of the Company entitled to vote generally in the
election of directors. The Certificate of Incorporation also
contains provisions relating to, among other things, the
classification of the Companys board of directors into three
classes, with each class to serve for a three year term expiring
upon the election and qualification of their respective
successors, and the indemnification of the Companys officers and
directors to the fullest extent allowable under Delaware law. The
foregoing description of the Certificate of Incorporation is
qualified in its entirety by reference to the full text of the
Certificate of Incorporation, which is attached hereto as Exhibit
3.1 and is incorporated by reference herein.
Also effective May17, 2017, the Company adopted amended and
restated bylaws (the Amended and Restated
Bylaws). The Amended and Restated Bylaws include, among
others, provisions relating to matters governing stockholder
meetings and the operation of the board. The Amended and Restated
Bylaws also prescribe advance notice procedures for stockholders
nominations of directors and stockholders proposals for
consideration at meetings of stockholders. The foregoing
description of the Amended and Restated Bylaws is qualified in
its entirety by reference to the full text of the Amended and
Restated Bylaws, which are attached hereto as Exhibit 3.2 and are
incorporated by reference herein.
| Item8.01 | Other Events |
A total of $209,070,000 of the net proceeds from the IPO and the
Private Placement were placed in a Trust Account established for
the benefit of the Companys public stockholders at Deutsche Bank
Trust Company Americas, with Continental Stock Transfer Trust
Company acting as trustee. Except for the withdrawal of interest
to pay any taxes or dissolution expenses, none of the funds held
in the Trust Account will be released until the earlier of (i)
the completion of the Companys initial business combination, (ii)
the redemption of all of the public shares if the Company does
not complete the initial business combination within 18 months
from the closing date of the IPO (or 21 months from the closing
date of the IPO if the Company has executed a letter of intent,
agreement in principle or definitive agreement for the initial
business combination within 18 months from the closing date of
the IPO but has not completed such initial business combination
within such 18 month period), subject to applicable law, or (iii)
the redemption of the public shares properly submitted in
connection with a stockholder vote to approve an amendment to the
Companys second amended and restated certificate of incorporation
that would affect the substance or timing of the Companys
obligation to redeem 50% of the public shares if the Company has
not completed the initial business combination within 18 months
from the closing date of the IPO (or 21 months, as applicable).
In connection with the IPO, the Company issued press releases
announcing the pricing and closing of the IPO, copies of which
are attached hereto as Exhibits 99.1 and 99.2, respectively, and
are incorporated by reference herein.
| Item9.01. | Financial Statements and Exhibits |
(d) Exhibits
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|
Number |
Exhibit |
|
| 1.1 |
Underwriting Agreement, dated May 11, 2017, between the Company and Macquarie Capital (USA) Inc. as representative of the several underwriters named therein. |
|
| 3.1 |
Second Amended and Restated Certificate of Incorporation, dated May 17, 2017, filed with the Secretary of State for the State of Delaware on May 17, 2017. |
|
| 3.2 | Amended and Restated Bylaws, effective May 17, 2017. | |
| 4.1 |
Warrant Agreement, dated as of May 17, 2017, between the Company and the Continental Stock Transfer Trust Company. |
|
| 10.1 |
Letter Agreement, dated May 17, 2017, by and among the Company and its officers and directors and Modern Media Sponsor, LLC. |
|
| 10.2 |
Investment Management Trust Agreement, dated as of May 17, 2017, between the Company and the Continental Stock Transfer Trust Company. |
|
| 10.3 |
Registration Rights Agreement, dated as of May 17, 2017, by and among the Company and certain security holders of the Company. |
|
| 10.4 |
Sponsor Warrant Purchase Agreement, dated as of May 17, 2017, between the Company and Modern Media Sponsor, LLC. |
|
| 10.5 |
Expense Advancement Agreement, dated as of May 17, 2017, between the Company and Modern Media Sponsor, LLC. |
|
| 10.6 |
Right of First Refusal Agreement, dated May 17, 2017, between the Company and Macquarie Capital (USA) Inc. |
|
| 10.7 |
Right Agreement, dated as of May 17, 2017, between the Company and the Continental Stock Transfer Trust Company. |
|
| 10.8 |
Consent Agreement, dated May 17, 2017, by and among the Company, MIHI LLC and Modern Media, LLC. |
|
| 99.1 | Press Release, dated May 12, 2017, Announcing Pricing of IPO. | |
| 99.2 | Press Release, dated May 17, 2017, Announcing Closing of IPO. |
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About MODERN MEDIA ACQUISITION CORP. (NASDAQ:MMDMU)
Modern Media Acquisition Corp. is a blank check company. The Company is formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with one or more businesses. The Company may pursue its initial business combination in any business, industry or geographic location, the Company intends to focus on opportunities to capitalize on the ability of its management team to identify, acquire and operate a business in the media, entertainment or marketing services industries. The Company intends to evaluate both private and public companies as potential initial business combination targets. As of March 8, 2017, the Company had conducted no operations and had generated no revenues. MODERN MEDIA ACQUISITION CORP. (NASDAQ:MMDMU) Recent Trading Information
MODERN MEDIA ACQUISITION CORP. (NASDAQ:MMDMU) closed its last trading session at with 37,043 shares trading hands.