RISK FACTORS

Readers should consider carefully all of the material risks described below, together with the other information contained elsewhere in this proxy statement. The risks and uncertainties described below are not the only ones facing MMAC, Akazoo and/or PubCo. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect MMAC, Akazoo and/or PubCo. If any of the following risks occur, the business of MMAC, Akazoo and/or PubCo and their respective financial conditions or results of operating may be materially and adversely affected.

You should consider carefully all of the material risks described below, together with the other information contained elsewhere in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the Business Combination Proposal.

Risks Related to the Business Combination

MMAC’s stockholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares and PubCo Warrants as consideration in the Business Combination. Having a reduced share position may reduce the influence that current MMAC stockholders have on the management of the combined company.

Following the consummation of the Business Combination, the influence of MMAC’s former public stockholders over the management of PubCo, in their capacity as PubCo shareholders, will be reduced relative to such stockholders’ influence over MMAC. MMAC’s current stockholders, including the sponsors, will hold, in the aggregate, approximately 44% of the outstanding PubCo Ordinary Shares, and Akazoo’s current equityholders will own an ownership interest of approximately 56% of the outstanding PubCo Ordinary Shares, each foregoing ownership interest assuming no MMAC stockholders exercise their redemption rights in connection with the Business Combination.

MMAC may waive one or more conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

One or more conditions to MMAC’s obligation to complete the Business Combination may be waived in whole or in part to the extent legally allowable either unilaterally or by agreement of MMAC, PubCo and Akazoo.

The IRS may not agree that PubCo is a foreign corporation for U.S. federal income tax purposes following the Business Combination, resulting in unexpected U.S. income tax liability.

Although PubCo will be incorporated under the laws of Luxembourg, the IRS may assert that PubCo should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874. For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation. Because PubCo will be incorporated under the laws of Luxembourg, PubCo would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) for U.S. federal income tax purposes. Section 7874 provides an exception pursuant to which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and there is limited guidance as to their application. If it were determined that PubCo should be taxed as a U.S. corporation for U.S. federal income tax purposes under Section 7874, PubCo would be liable for U.S. federal income tax on its income just like any other U.S. corporation and certain distributions made by PubCo to Non-U.S. Holders (as defined below) of PubCo Ordinary Shares could be subject to U.S. withholding tax.

As more fully described under “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Federal Income Tax Consequences of the Business Combination to MMAC and PubCo – Tax Residence of PubCo for U.S. Federal Income Tax Purposes,” based on certain representations of the parties and factual assumptions, PubCo does not expect that Section 7874 will cause it to be treated as a U.S. corporation PubCo for U.S. federal income tax purposes. However, as noted above, the rules under Section 7874 are complex and require

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an analysis of all relevant facts and circumstances, and there is limited guidance as to their application. Further, holders are cautioned that the application of Section 7874 to PubCo will be determined as of the closing of the Business Combination, by which time there could be changes to the relevant facts and circumstances affecting this determination. In addition, there could be a future change in law under Section 7874, the Treasury Regulations promulgated thereunder or otherwise that could impact the manner by which Section 7874 applies to PubCo. No IRS ruling has been requested or will be obtained regarding the U.S. federal income tax consequences of the Business Combination or any other matter described in this prospectus/proxy statement. There can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described above or that, if challenged, such treatment will be sustained by a court.

If PubCo were to be treated as a U.S. corporation for U.S. federal tax purposes, PubCo could be subject to substantial additional U.S. tax liability. Additionally, if PubCo were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. PubCo shareholders could be subject to U.S. withholding tax on the gross amount of any dividends paid by PubCo to such shareholders. For Luxembourg tax purposes, PubCo is expected, regardless of any application of Section 7874, to be treated as a Luxembourg tax resident. Consequently, if PubCo is treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, it could be liable for both U.S. and Luxembourg taxes, which could have a material adverse effect on its financial condition and results of operations.

Please see “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Federal Income Tax Consequences of the Business Combination to MMAC and PubCo —Tax Residence of PubCo for U.S. Federal Income Tax Purposes” for a more detailed discussion of the application of Section 7874 of the Code to the Business Combination.

Future changes to U.S. and non-U.S. tax laws could adversely affect PubCo.

The U.S. Congress, the Organization for Economic Co-operation and Development and other government agencies in jurisdictions where PubCo and its affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the countries in which PubCo and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect PubCo and its affiliates.

The Business Combination may be a taxable event for MMAC stockholders.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination,” the Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code and, as a result, a U.S. Holder (as defined below) should not recognize gain or loss on the automatic conversion of MMAC Rights to MMAC Common Stock immediately prior to the Merger, and the exchange of MMAC Common Stock or MMAC Warrants for PubCo Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Merger. However, U.S. Holders may recognize gain (but not loss) as a result of the Merger if Section 367(a) of the Code and the Treasury Regulations promulgated thereunder apply to the Merger. Section 367(a) of the Code may apply to the Merger if PubCo transfers the assets it acquires from MMAC pursuant to the Merger to certain subsidiary corporations in connection with the Business Combination. The application of Section 367(a) of the Code to the Merger is discussed in more detail under the section entitled “Material U.S. Federal Income Tax Consequences of the Business Combination — Certain U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders — U.S. Federal Income Tax Consequences of the Merger.”

PubCo may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If PubCo or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a beneficial owner of the PubCo Ordinary Shares or PubCo Warrants that is a U.S. Holder, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. PubCo and its subsidiaries are not currently expected to be treated as PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and,

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thus, is subject to change. Accordingly, there can be no assurance that PubCo or any of its subsidiaries will not be treated as a PFIC for any taxable year. Moreover, PubCo does not expect to provide a PFIC annual information statement for 2019 or going forward. Please see the section entitled “Material U.S. Federal Income Tax Consequences of the Business Combination — Certain U.S. Federal Income Tax Consequences to U.S. Holders and Non-U.S. Holders of the Ownership and Disposition of PubCo Securities — U.S. Federal Income Tax Consequences to U.S. Holders — Passive Foreign Investment Company Status” for a more detailed discussion with respect to PubCo’s PFIC status. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the PubCo Ordinary Shares and PubCo Warrants.

Consummation of the Business Combination is subject to a number of conditions.

The obligations of MMAC, PubCo and Akazoo to consummate the Business Combination are subject to the satisfaction or waiver of specified conditions set forth in the Business Transaction Agreement. Such conditions include, but are not limited to, the satisfaction of covenants contained in the Business Transaction Agreement, MMAC having, in the aggregate, not less than $60,000,000 of cash available for distribution upon the consummation of the Business Combination, the non-existence of certain legal action against MMAC, PubCo and Akazoo, obtaining material consents, the approval of the required number of MMAC stockholders and the execution of ancillary agreements. These conditions may or may not be satisfied or waived by either MMAC, PubCo or Akazoo, as applicable, and therefore the transactions contemplated by the Business Transaction Agreement may not be consummated.

There may not be an active market for PubCo Ordinary Shares or PubCo Warrants, which may cause such securities to trade at a discount and make it difficult to for holders to sell.

Prior to the Business Combination, there has been no public market for PubCo Ordinary Shares or PubCo Warrants. While PubCo intends to apply to list the PubCo Ordinary Shares and PubCo Warrants on NASDAQ, there can be no assurance that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing. PubCo cannot assure you that an active trading market for PubCo Ordinary Shares or PubCo Warrants will develop or be sustained after the Business Combination or that the price of PubCo Ordinary Shares or PubCo Warrants in the public market will reflect PubCo’s actual financial performance.

PubCo’s Ordinary Share price could become volatile, which could limit shareholders’ ability to sell their shares at a profit.

Volatility in the price of PubCo’s Ordinary Shares could make it difficult for shareholders to predict the value of their investment, to sell PubCo Ordinary Shares at a profit at any given time, or to plan purchases and sales in advance. A variety of factors may affect the market price of PubCo’s Ordinary Shares. These include, but are not limited to:

Additionally, because PubCo’s Ordinary Shares currently are not regularly traded in substantial volume, any information about PubCo in the media may result in significant share price fluctuations and volatility.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of PubCo’s securities following the consummation of the Business Combination may decline. Prior to the consummation of the Business Combination, there will not be a public market for PubCo’s securities. Accordingly, the valuation ascribed to PubCo Common Stock and PubCo Warrants may not be indicative of the price that will prevail in the trading market following the consummation of the Business Combination. If an active

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market for PubCo’s securities develops and continues, the trading price of PubCo’s securities following the consummation of the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond PubCo’s control. Any of the factors listed below could have a material adverse effect on your investment in PubCo’s securities.

PubCo realizes that it will not be able to control many of the factors listed above, and PubCo further believes that period-to-period comparisons of PubCo’s financial results and metrics may not be indicative of the future performance of its business.

In addition, the stock market in general, and the market for media services companies in particular, has experienced price and volume fluctuations that may have been unrelated or disproportionate to the operating performance of individual companies. This broad market and industry volatility may seriously and irreparably harm the market price of PubCo’s Ordinary Shares, regardless of PubCo’s operating performance and financial condition.

PubCo’s Ordinary Shares after the Business Combination could delay or prevent a change of control.

MMAC’s directors, executive officers and principal stockholders, including MMAC’s sponsor (or if such entity is dissolved, MIHI LLC and Modern Media LLC), and Akazoo’s directors, executive officers and principal stockholders will beneficially own a significant percentage of outstanding PubCo Ordinary Shares after the Business Combination. They will also have, through the exercise of PubCo Warrants, the right to acquire additional PubCo Ordinary Shares. As a result, these shareholders, if acting together, have the ability to significantly influence the outcome of corporate actions requiring shareholder approval. Additionally, this concentration of ownership may have the effect of delaying or preventing a change in control.

As of the Record Date, directors, officers and principal stockholders beneficially owned approximately                % of MMAC Common Stock. Following the Business Combination, it is expected that these individuals and entities (including MIHI LLC and its affiliates) will beneficially own approximately                % of outstanding PubCo Ordinary Shares, assuming no redemptions by MMAC’s public stockholders.

As of the Record Date, directors, officers and principal equityholders beneficially owned approximately                % of Akazoo’s ordinary shares. Following the Business Combination, it is expected that these individuals will beneficially own approximately                % of outstanding PubCo Ordinary Shares, assuming no redemptions by MMAC’s public stockholders.

Risks Related to MMAC and the Business Combination  

MMAC’s directors and executive officers either directly or beneficially own shares of MMAC Common Stock and MMAC Warrants and have obligations and interests in the Business Combination that are different from, or in addition to, MMAC’s public stockholders. If the Business Combination is not approved, the securities held by MMAC’s directors and executive officers will likely become worthless.

In light of the amount of consideration paid by MMAC’s initial stockholders for their MMAC securities, the initial stockholders, including MMAC’s directors and executive officers, will likely significantly benefit from the consummation of the Business Combination, even if the Business Combination causes the market price of MMAC’s securities to significantly decline. Furthermore, the $7,050,000 purchase price of the 7,050,000 private placement warrants will be included in the working capital that is distributed to MMAC’s public stockholders in the event of MMAC’s dissolution and liquidation if MMAC fails to consummate an initial business combination by June 17, 2019, and that date is not otherwise extended by MMAC’s stockholders. These factors may influence MMAC’s directors and executive officers in promoting the Business Combination and/or soliciting proxies for the approval and adoption of the Business Combination Proposal. MMAC Common Stock and MMAC Warrants held by MMAC’s directors and executive officers (and/or their affiliated entities) had an aggregate market value (without taking into account any discount that may be attributed to such securities due to their restricted nature or any exercise limitations of the private placement warrants) of $                based on the closing sale prices of $                 and $                , respectively, on NASDAQ on the Record Date. The initial stockholders have waived any rights to receive any liquidation proceeds that may be distributed upon MMAC’s liquidation in respect of their shares of MMAC Common Stock. Therefore, if the Business Combination Proposal is not approved by MMAC’s stockholders, and MMAC is subsequently required to commence proceedings to dissolve and liquidate, shares of MMAC Common Stock and MMAC’s Warrants held directly or beneficially by MMAC’s directors and executive officers will be worthless.

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In addition, in considering the recommendation of the Board elsewhere in this proxy statement/prospectus to vote “FOR” the Business Combination Proposal, you should be aware that: (i) the initial stockholders have the right to designate an individual to be nominated for election to serve as directors of PubCo upon the consummation of the Business Combination; (ii) the Board will not receive reimbursement for any out-of-pocket expenses incurred by them on MMAC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the trust account, unless a business combination is consummated; and (iii) the current directors and officers of MMAC have the right to continued indemnification, and to receive the benefit of directors’ and officers’ liability insurance, after the Business Combination.

In addition, if MMAC dissolves and liquidates prior to the consummation of the Business Combination, the sponsor, which is 50% owned by Mr. Dickey, will be liable to MMAC, if and to the extent any claims by a vendor for services rendered or products sold to MMAC, or a prospective target business with which MMAC has discussed entering into a business combination, reduce the amount of funds in the trust account to below $10.10 per public share or such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes and fund working capital requirements, and subject to certain exceptions.

The personal and financial interests of the Board may have influenced their decision as members of the Board to approve and adopt the Business Transaction Agreement. In considering the recommendations of the Board to vote “FOR” the adoption of the Business Combination Proposal, you should consider these interests. Additionally, the exercise of the directors’ discretion in agreeing to changes or waivers in the terms of the Business Transaction Agreement may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the stockholders’ best interest.

MMAC’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how its public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their shares of common stock in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, MMAC’s initial stockholders have agreed to vote their shares of MMAC Common Stock, as well as any public shares purchased during or after MMAC’s IPO, in favor of its initial business combination. As of the Record Date, MMAC’s initial stockholders owned approximately                % of the outstanding shares of MMAC Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case in certain other blank check companies if the companies’ initial stockholders agreed to vote their shares in accordance with the majority of the votes cast by public stockholders.

MMAC may not be able to complete its initial business combination by June 17, 2019, in which case, unless that date is otherwise extended by MMAC’s stockholders, MMAC would be required to cease all operations except for the purpose of winding up and it would redeem its public shares and liquidate.

If MMAC has not completed its initial business combination by June 17, 2019, and that date is not otherwise extended by MMAC’s stockholders, MMAC’s Certificate of Incorporation provides that it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to MMAC to fund working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of MMAC’s remaining stockholders and its Board, dissolve and liquidate, subject in each case to MMAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of liquidation, there will be no distribution with respect to MMAC Warrants or MMAC Rights. Accordingly, the MMAC Warrants and MMAC Rights will expire worthless.

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If a liquidation were to occur, MMAC estimates that interest accrued, less applicable federal, state and Delaware franchise taxes, would yield a trust balance of approximately $                million or $                per share.

In connection with the stockholder vote to approve the Business Combination Proposal, MMAC’s sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence the vote on the Business Combination Proposal and reduce the public “float” of PubCo Ordinary Shares following the consummation of the Business Combination.

In connection with the stockholder vote to approve the Business Combination Proposal, MMAC’s sponsor, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of MMAC Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that MMAC’s sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination Proposal or to satisfy the closing condition in the Business Transaction Agreement that requires MMAC to have at least $60 million of cash at the consummation of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination in circumstances where such completion may not otherwise have been possible. In addition, if such purchases are made, the public “float” of MMAC Common Stock and the number of beneficial holders of MMAC’s securities, and thus the public “float” of PubCo Ordinary Shares and the number of beneficial holders of PubCo’s securities immediately after the consummation of the Business Combination, may be reduced, possibly making it difficult for PubCo to obtain or maintain the listing of PubCo Ordinary Shares on NASDAQ.

If a MMAC public stockholder fails to comply with the procedures for tendering its shares in connection with the Business Combination, such shares may not be redeemed.

This proxy statement/prospectus describes the various procedures that must be complied with in order for a holder of MMAC Common Stock to validly redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

MMAC’s security holders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate their investment, therefore, MMAC’s security holders may be forced to sell their public shares or MMAC Warrants, potentially at a loss.

MMAC’s public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of the consummation of the Business Combination, and then only in connection with those shares of MMAC Common Stock that such stockholder properly elected to redeem, subject to the limitations described in this proxy statement/prospectus, and the redemption of MMAC’s public shares if MMAC is unable to complete an initial business combination by June 17, 2019, unless that date is otherwise extended by MMAC’s stockholders, subject to applicable law and as further described in this proxy statement/prospectus. In addition, if MMAC’s plan to redeem its public shares if it is unable to complete an initial business combination by June 17, 2019 is not completed for any reason, unless that date is otherwise extended by MMAC’s stockholders, compliance with Delaware law may require that MMAC submit a plan of dissolution to its then-existing stockholders for approval prior to the distribution of the proceeds held in the trust account. In that case, public stockholders may be forced to wait beyond June 17, 2019 or such other extended date, as applicable, before they receive funds from the trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate their investment, MMAC’s security holders may be forced to sell their public shares or warrants, potentially at a loss.

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The ability of MMAC’s public stockholders to exercise redemption rights with respect to a large number of shares of MMAC Common Stock could decrease the probability that the Business Combination will be successfully completed, in which case MMAC’s stockholders will have to wait for liquidation in order to redeem their stock.

Since the Business Transaction Agreement requires that MMAC have, in the aggregate, not less than $60 million of cash that is available for distribution upon the consummation of the Business Combination, the probability that the Business Combination will be successfully completed will decrease if a large number of MMAC’s public shares elect redemption. If the Business Combination is unsuccessful, MMAC’s public stockholders that do not elect redemption in connection with the Business Combination will not receive their pro rata portion of the trust account until the trust account is ultimately liquidated. If those MMAC public stockholders are in need of immediate liquidity, they could attempt to sell their shares in the open market; however, at such time, the MMAC Common Stock may trade at a discount to the pro rata per share amount in the trust account. In either situation, MMAC’s stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with the redemption until MMAC is liquidated or MMAC’s stockholders are able to sell their stock in the open market.

If a MMAC public stockholder chooses to redeem its shares, it may not exercise its redemption rights to cause the redemption of its shares of MMAC Common Stock for a pro rata portion of the trust account, including any interest earned thereon, less franchise and income taxes payable, until the date that is two business days prior to the date of the Special Meeting.

Stockholders holding shares of MMAC Common Stock issued in MMAC’s IPO, whether or not they vote against the Business Combination Proposal, may elect to redeem all or a portion of their shares of MMAC Common Stock upon the completion of the Business Combination for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the remaining proceeds of MMAC’s IPO as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, upon the consummation of the Business Combination. Any stockholder who seeks to exercise this redemption right must, with respect to the portion of shares he or she wishes to redeem, prior to 5:00 p.m. Eastern time on                 , 2019 (two business days before the Special Meeting), satisfy all the procedures laid out under the section titled “Special Meeting of MMAC Stockholders—Redemption Rights” in this proxy statement/prospectus.

If an individual stockholder or a “group” of stockholders are deemed to hold in excess of 20% of MMAC Common Stock, that individual or group will lose the ability to redeem all such shares in excess of 20% of MMAC Common Stock.

The MMAC Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 5,175,000 of the public shares issued in the IPO (the “Excess Shares”). However, stockholders are not restricted from voting all of their shares (including Excess Shares) for or against the Business Combination. The inability to redeem the Excess Shares will reduce the influence of MMAC’s public stockholders over MMAC’s ability to complete the Business Combination, and such stockholders could suffer a material loss on their investment in MMAC if they sell their Excess Shares in open market transactions. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if MMAC completes the Business Combination. As a result, such stockholders would continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell their PubCo Ordinary Shares received in the Business Combination in open market transactions, potentially at a loss.

MMAC will incur significant costs associated with the Business Combination, whether or not the Business Combination is completed, and if such costs reduce MMAC’s available cash at the consummation of the Business Combination below a specified amount, Akazoo may not be obligated to consummate the Business Combination.

Whether or not the Business Combination is completed, MMAC has incurred and expects to continue to incur significant costs associated with the Business Combination, including due diligence, legal, accounting and other expenses associated with structuring, negotiating and documenting the Business Combination. If the parties do not consummate the Business Combination, and if time permits MMAC to seek an alternative business combination, then the costs MMAC will have incurred with respect to the Business Combination will reduce the amount of cash otherwise available to

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complete an alternative business combination. In addition, the combination of deferred underwriting fees and commissions and MMAC transaction expenses, together with redemptions of public shares in connection with the Business Combination, may cause MMAC’s available cash to decrease such that then MMAC may not be able to meet the closing condition contained in the Business Transaction Agreement that MMAC have, in the aggregate, not less than $60 million of cash that is available for distribution upon the consummation of the Business Combination. If that were to occur, Akazoo would not be obligated to consummate the Business Combination even if all the other conditions to consummation were satisfied.

Security holders may decide to sell the MMAC Common Stock or the MMAC Warrants prior to the consummation of the consummation of the Business Combination, or PubCo Ordinary Shares or the PubCo Warrants after the consummation of the Business Combination, which could cause a decline in their market prices.

Some holders of MMAC’s securities may be disinclined to own securities in a company that is not a U.S. company. This or other factors could result in the sale of shares of MMAC Common Stock or of MMAC Warrants prior to the parties consummating the Business Combination (in addition to exercises by MMAC’s stockholders of their redemption rights) or the sale of PubCo Ordinary Shares or PubCo Warrants after completion of the Business Combination. In addition, the market price of MMAC’s securities may be adversely affected by arbitrage activities occurring prior to completion of the Business Combination. These sales, or the prospects of such sales in the future, could adversely affect the market price for, and the ability to sell in the market, shares of MMAC’s securities before the Business Combination is completed, and PubCo’s securities after the completion of the Business Combination.

Public stockholders at the time of the Business Combination who purchased their MMAC units in MMAC’s IPO and do not exercise their redemption rights may pursue rescission rights and related claims.

MMAC’s public stockholders may allege that some aspects of the Business Combination are inconsistent with the disclosure contained in the prospectus issued by MMAC in connection with the offer and sale in its IPO of MMAC units. Consequently, a MMAC stockholder who purchased shares in the MMAC IPO (excluding the initial stockholders) and still holds them at the time of the Business Combination and who does not seek to exercise redemption rights might seek rescission of the purchase of the units such holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If stockholders bring successful rescission claims against MMAC, it may not have sufficient funds following the consummation of MMAC to pay such claims, or if claims are successfully brought against PubCo following the consummation of the Business Combination, PubCo’s results of operations could be adversely affected and, in any event, PubCo may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

If Akazoo or third parties bring claims against MMAC, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.

MMAC’s placing of funds in the trust account may not protect those funds from third-party claims against it. Although MMAC has sought to have all vendors, service providers, prospective target businesses or other entities with which it does business agree to waive any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of MMAC’s public stockholders, such parties may not execute such agreements, or, even if they execute such agreements, may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against MMAC’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, MMAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if MMAC’s management believes that such third party’s engagement would be significantly more beneficial to MMAC than any other alternative.

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Examples of possible instances where MMAC may engage a third-party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by MMAC’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where MMAC’s management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims that they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with MMAC and will not seek recourse against the trust account for any reason. Upon redemption of its shares, if MMAC is unable to complete the Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, MMAC will be required to provide for payment of claims of creditors that were not waived that may be brought against MMAC within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.10 per share currently held in the trust account, due to claims of such creditors. The sponsor, which is 50% owned by Mr. Dickey, will be liable, if and to the extent any claims by a vendor for services rendered or products sold to MMAC, or a prospective target business with which MMAC has discussed entering into a business combination, reduce the amounts in the trust account to below the lesser of (i) $10.10 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account, in each case less the amount of interest which may be withdrawn to pay taxes or fund MMAC’s working capital requirements and taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under MMAC’s indemnity of the underwriters of the MMAC IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the sponsor will not be responsible to the extent of any liability for such third-party claims. MMAC cannot assure you, however, that the sponsor would be able to satisfy those obligations. Except for any applicable indemnification of the sponsor, none of MMAC’s officers will indemnify MMAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If MMAC is forced to liquidate, its stockholders may be held liable for claims by third parties against it to the extent of distributions received by them.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to MMAC’s public stockholders upon the redemption of 100% of its public shares in the event it does not consummate an initial business combination by June 17, 2019, and that date is not otherwise extended by MMAC’s stockholders, may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, MMAC intends to redeem its public shares as soon as reasonably possible following June 17, 2019 or such other extended date, as applicable, in the event it does not consummate an initial business combination and, therefore, it does not intend to comply with those procedures.

Because MMAC will not be complying with Section 280, Section 281(b) of the DGCL requires it to adopt a plan, based on facts known to it at such time, that will provide for the payment of all existing and pending claims or claims that may be potentially brought against MMAC within the ten years following dissolution. However, because MMAC is a blank check company, rather than an operating company, and its operations have been limited to searching for prospective target businesses, the only likely claims to arise would be from vendors (such as lawyers, investment bankers, and consultants) or prospective target businesses. If MMAC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of its stockholders with respect to a liquidating distribution would be limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurance that MMAC will properly assess all claims that may be potentially brought against it. As such, MMAC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to MMAC’s public stockholders upon the redemption of 100% of its public shares in the event it does not consummate an initial business combination within the required timeframe is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

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Risks Related to Investment in a Luxembourg Company and PubCo’s Status as a Foreign Private Issuer

As a foreign private issuer, PubCo will be exempt from a number of U.S. securities laws and rules promulgated thereunder and will be permitted to publicly disclose less information than U.S. public companies must. This may limit the information available to holders of the PubCo Ordinary Shares.

PubCo will qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, PubCo will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, PubCo will be exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, PubCo’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of PubCo’s securities. For example, some of PubCo’s key executives may sell a significant amount of PubCo Ordinary Shares and such sales will not be required to be disclosed as promptly as public companies organized within the United States would have to disclose. Accordingly, once such sales are eventually disclosed, PubCo’s Ordinary Share price may decline significantly. Moreover, PubCo will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. PubCo will also not be subject to Regulation FD under the Exchange Act, which would prohibit PubCo from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning PubCo than there is for U.S. public companies.

As a foreign private issuer, PubCo will file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after PubCo publicly announces these events. However, because of the above exemptions for foreign private issuers, which PubCo intends to rely on, PubCo shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.

PubCo may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject PubCo to U.S. GAAP reporting requirements which may be difficult for it to comply with.

As a “foreign private issuer,” PubCo would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to PubCo on June 30, 2019.

In the future, PubCo would lose its foreign private issuer status if a majority of its shareholders, directors or management are U.S. citizens or residents and it fails to meet additional requirements necessary to avoid loss of foreign private issuer status. Although PubCo intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, PubCo’s loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to PubCo under U.S. securities laws if it is deemed a U.S. domestic issuer may be significantly higher. If PubCo is not a foreign private issuer, PubCo will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, PubCo would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. PubCo also may be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, PubCo may lose its ability to rely upon exemptions from certain corporate governance requirements of NASDAQ that are available to foreign private issuers. For example, NASDAQ’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation,

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nomination of directors, and corporate governance matters. As a foreign private issuer, PubCo would be permitted to follow home country practice in lieu of the above requirements. As long as PubCo relies on the foreign private issuer exemption to certain of NASDAQ’s corporate governance standards, a majority of the directors on its board of directors are not required to be independent directors, its remuneration committee is not required to be comprised entirely of independent directors, and it will not be required to have a nominating and corporate governance committee. Also, PubCo would be required to change its basis of accounting from IFRS as issued by the IASB to U.S. GAAP, which may be difficult and costly for it to comply with. If PubCo loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, PubCo may have to de-list from NASDAQ and could be subject to investigation by the SEC, NASDAQ and other regulators, among other materially adverse consequences.

The rights of PubCo shareholders may differ from the rights they would have as shareholders of a U.S. corporation, which could adversely impact trading in PubCo’s Ordinary Shares and its ability to conduct equity financings.

PubCo’s corporate affairs are governed by its articles of association and the Luxembourg Company Law. The rights of PubCo’s shareholders and the responsibilities of its directors and officers under the Luxembourg Company Law are different from those applicable to a corporation incorporated in the United States. See “Comparison of Stockholders’ Rights” for a discussion of material differences between Delaware and Luxembourg law applicable to MMAC stockholders and PubCo shareholders.

Further, under Luxembourg law there may be less publicly available information about PubCo than is regularly published by or about U.S. issuers. In addition, Luxembourg law governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law, and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, PubCo shareholders may have more difficulty in protecting their interests in connection with actions taken by its directors and officers or its principal shareholders than they would as shareholders of a corporation incorporated in the United States. As a result of these differences, PubCo shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.

PubCo is organized under the laws of Luxembourg and a substantial amount of its assets are not located in the United States. It may be difficult for you to obtain or enforce judgments or bring original actions against PubCo or the members of its board of directors in the United States.

PubCo is organized under the laws of Luxembourg. In addition, a substantial amount of its assets are located outside the United States. Furthermore, some of the members of PubCo’s board of directors and officers reside outside the United States and a substantial portion of their assets are located outside the United States. Investors may not be able to effect service of process within the United States upon PubCo or these persons or enforce judgments obtained against PubCo or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it also may be difficult for an investor to enforce in U.S. courts judgments obtained against PubCo or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Awards of punitive damages in actions brought in the United States or elsewhere are generally not enforceable in Luxembourg.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject, prior to any enforcement in Luxembourg, to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions may include the following as of the date of this prospectus (which may change):

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In addition, actions brought in a Luxembourg court against PubCo, the members of its board of directors, its officers, or the experts named herein to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions. In particular, Luxembourg courts generally do not award punitive damages. Litigation in Luxembourg also is subject to rules of procedure that differ from the U.S. rules, including, with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Luxembourg would have to be conducted in the French or German language, and all documents submitted to the court would, in principle, have to be translated into French or German. For these reasons, it may be difficult for a U.S. investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against PubCo, the members of its board of directors, its officers, or the experts named herein. In addition, even if a judgment against PubCo, the non-U.S. members of its board of directors, its officers, or the experts named in this prospectus based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or Luxembourg courts.

The directors and officers of PubCo have entered into, or will enter into, indemnification agreements with PubCo. Under such agreements, the directors and officers will be entitled to indemnification from PubCo to the fullest extent permitted by Luxemburg law against liability and expenses reasonably incurred or paid by him or her in connection with any claim, action, suit, or proceeding in which he or she would be involved by virtue of his or her being or having been a director or officer and against amounts paid or incurred by him or her in the settlement thereof. Luxembourg law permits PubCo to keep directors indemnified against any expenses, judgments, fines and amounts paid in connection with liability of a director towards PubCo or a third party for management errors i.e., for wrongful acts committed during the execution of the mandate ( mandat ) granted to the director by PubCo, except in connection with criminal offenses, gross negligence or fraud. The rights to and obligations of indemnification among or between PubCo and any of its current or former directors and officers are generally governed by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of such persons’ capacities listed above. Although there is doubt as to whether U.S. courts would enforce this indemnification provision in an action brought in the United States under U.S. federal or state securities laws, this provision could make it more difficult to obtain judgments outside Luxembourg or from non-Luxembourg jurisdictions that would apply Luxembourg law against PubCo’s assets in Luxembourg.

Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S. insolvency and bankruptcy laws and may offer PubCo’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.

As a company organized under the laws of Luxembourg and with its registered office in Luxembourg, PubCo is subject to Luxembourg insolvency and bankruptcy laws in the event any insolvency proceedings are initiated against it including, among other things, Council and European Parliament Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast). Should courts in another European country determine that the insolvency and bankruptcy laws of that country apply to PubCo in accordance with and subject to such European Union (“EU”)

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regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against PubCo. Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer PubCo’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws.

Risks Related to PubCo’s Business

Unless the context requires otherwise, references to “PubCo” in this section are to PubCo as directly or indirectly affected by, acting through, or having the attributes of, MMAC and/or Akazoo and their respective direct and indirect subsidiaries, in each case, by virtue of PubCo’s direct or indirect ownership and operation thereof following consummation of the Business Combination.

PubCo’s business will depend on increasing and continuing acceptance of on-demand streaming as a music delivery format.

PubCo’s success and growth will depend on increasing acceptance of on-demand music streaming services by consumers, content producers and distribution partners. Consumers may prefer other methods and formats to on-demand music streaming services. If consumers migrate to the on-demand music streaming format more slowly than expected or decide to access music in other formats or through other delivery methods, it could make it more difficult for PubCo to grow or maintain its Subscriber base, license attractive content, license content at desirable rates or grow revenues. Moreover, even if on-demand music streaming achieves increasing acceptance and penetration in developing markets, there is no assurance that this will continue. New music and audio delivery formats, including formats that do not exist today, may prove to be more successful and attract more listeners than on-demand audio streaming. If PubCo fails to anticipate changes in music delivery formats it may lose Subscribers, in which case its business, financial condition, results of operations and cash flows would be adversely affected.

The market for on-demand audio streaming services is new and rapidly evolving.

The on-demand streaming music market is new and rapidly evolving, and its characteristics as it matures are uncertain. There is uncertainty regarding future developments in service pricing, subscription models, service offerings, differentiation of services, and consolidation of the streaming entertainment market. The market may move toward advertising-supported models or other formats, or combined offerings of audio and video streaming. If other models gain in prominence there can be no assurance that PubCo will be able to adapt its business model accordingly.

Moreover, certain features may emerge in the streaming market that may prove disadvantageous to PubCo. For example, if it becomes more prevalent that content rights are permanently or temporarily granted by rights holders on an exclusive basis to one or a small number of providers, the attractiveness of PubCo’s services will depend on its ability to secure such exclusive rights. Even if PubCo is able to do so, the resulting costs may impact its margins and make it more difficult for PubCo to operate profitably. Investments in marketing in the coming years may not provide the anticipated return, or may not be fully recovered, if PubCo fails to anticipate the manner in which the on-demand streaming market develops in the markets in which PubCo will operate.

PubCo’s business plan and strategy are subject to change.

PubCo’s business plan and strategy may change as a result of changes in market trends, available capital and its relationship with key distribution partners and rights holders. PubCo expects to further develop its service offering and may not have the data or experience necessary to estimate or project returns from new investments and strategies. PubCo may introduce different services in the future in addition to its existing free and premium services. These strategies may be untested in the market, and there can be no assurance that they will appeal to consumers, that PubCo will be able to obtain or retain rights under new or

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under existing license agreements, that PubCo will appropriately price new services or determine the features that should be included, or that competitors will not introduce a service that customers find superior. PubCo may also choose to target certain geographic markets in its growth strategy where the penetration rate of music streaming services is currently low compared to other markets. It may be unsuccessful in identifying the appropriate markets on which to focus. Creating new services and implementing new strategies often requires significant investment, and if PubCo’s business plan and strategy fail to generate the targeted financial performance, or if it is forced to adjust or abandon strategies, its business, financial condition, results of operations and cash flows may be adversely affected.

If PubCo’s efforts to attract prospective users and to retain existing users are not successful, PubCo’s growth prospects and revenue will be adversely affected.

PubCo’s ability to grow its business and generate revenue will depend on retaining and expanding its total user base, increasing advertising revenue by effectively monetizing its free radio streaming service (the “Radio Service”) base, and increasing the number of Subscribers. PubCo must convince prospective users of the benefits of its service and its existing users of the continuing value of its service. PubCo’s ability to attract new users, retain existing users and convert users to Subscribers will depend in large part on PubCo’s ability to offer leading technologies and products, compelling content, superior functionality and an engaging user experience. As consumer tastes and preferences change on the internet and with mobile devices and other internet-connected products, PubCo may need to enhance and improve its services, introduce new services and features and maintain its competitive position with additional technological advances and an adaptable platform. If PubCo fails to keep pace with technological advances or fails to offer compelling product offerings and state-of-the-art delivery platforms to meet consumer demands, PubCo’s ability to grow or sustain the reach of its service, attract and retain users, and increase its Subscribers may be adversely affected.

In addition, in order to increase PubCo’s advertising revenue, PubCo will also seek to increase the listening time that its users spend on its Radio Service. The more content PubCo streams under the Radio Service, the more advertising inventory PubCo will have to sell. Further, growth in PubCo’s Radio Service user base increases the size and scope of user pools targeted by advertisers, which will improve PubCo’s ability to deliver relevant advertising to those users in a manner that maximizes PubCo’s advertising customers’ return on investment and, ultimately, will demonstrate the effectiveness of PubCo’s advertising solutions and justifies a pricing structure that is advantageous for PubCo. If PubCo fails to grow its Radio Service user base, the amount of content streamed, and the listening time spent by its Radio Service users, PubCo may be unable to grow Radio Service revenue. Moreover, given that Subscribers will partly be sourced from the conversion of PubCo’s Radio Service users to Subscribers, any failure to grow PubCo’s Radio Service user base or convert Radio Service users to Subscribers may negatively impact PubCo’s revenue.

In order to increase PubCo’s Radio Service users and PubCo’s Subscribers, PubCo will need to address a number of challenges, including:

PubCo may not be able to successfully overcome each challenge, which could have a material adverse effect on PubCo’s business, financial condition, results of operations and cash flows.

Moreover, the provisions of certain of PubCo’s license agreements may require consent to implement improvements to, or otherwise change, its On-Demand Streaming or Radio Service. PubCo may not be able to obtain consent from its rights holders to add additional features and functionality to its On-Demand Streaming or Radio Service or its rights holders may be delayed in providing such consent, which may hinder its ability to be responsive to its user’s tastes and preferences and may make PubCo less competitive with other services.

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PubCo’s results of operations depend on its ability to establish and maintain relationships on favorable terms with distribution partners that promote and distribute its services.

Historically, a large number of Akazoo’s subscribers have been acquired through its various distribution partnerships with leading telecommunications companies. Such partnerships are expected to remain a key part of PubCo’s sales and distribution channels and growth strategy. Management believes that establishing partnerships in new geographical markets is essential to PubCo’s ability to penetrate those markets. Reaching and maintaining agreements with such partners involves significant investments of time, resources and work in design and integration, and PubCo may not be successful in reaching such agreements on acceptable terms, which could adversely affect its business, financial condition, results of operations and cash flows.

If PubCo fails to establish partnerships with leading telecommunications or other companies with complementary business activities (such as audio equipment, automobile manufacturers, or messaging services) or geographic reach, the value of the partnerships to PubCo may be reduced. Similarly, if PubCo’s partners lose market share or customers or consumers generally purchase less telecom products and services, PubCo’s ability to reach potential subscribers may be greatly diminished, which could have an adverse effect on PubCo’s business, financial condition, results of operations and cash flows.

Some of PubCo’s partnership arrangements may contain exclusivity restrictions on its activities in the geographic market covered by the partnership, which may constrain PubCo from entering into agreements with the competitors of its partners. PubCo’s partnership agreements provide for the sharing of subscription fees between PubCo and its partners (in the case of standalone subscriptions) or the payment by its partners of a monthly fee per subscriber or per active subscriber (in the case of bundled subscriptions). These partnership agreements can be numerous and complex, and will require the processing of huge volumes of data to calculate the revenues shared. Bundled subscriptions will generally be sold by PubCo’s partners for a single price that covers both its subscription and the relevant partner’s product (e.g., mobile phone plan or internet service). Under this arrangement, PubCo subscribers will be automatically enrolled in PubCo’s services and typically remain PubCo subscribers for as long as they are signed up for the relevant partner’s mobile or internet plan. In contrast, standalone subscriptions will typically be sold directly by PubCo or indirectly by its partners as a separate product with its own price and subscription term. If PubCo’s share of revenue under bundled and standalone offers is insufficient to offset the costs to provide these offers, including in particular the royalty payments to rights holders, PubCo’s margins could be adversely affected, which could affect its business, financial condition, results of operations and cash flows.

While the terms and conditions of PubCo’s distribution partnerships will vary, the majority of Akazoo’s agreements are relatively short-term and can be cancelled with as little as one month’s notice in some cases. When PubCo’s partnership agreements expire, its partners will typically cease acquiring new subscribers (while continuing to provide PubCo services to existing subscribers for a further specified period). PubCo may not succeed in converting bundle subscribers to standalone subscribers before the relevant partnership agreements expire, which could result in increased subscriber churn and a decrease in PubCo’s consolidated revenue. Furthermore, there can be no assurance that PubCo will be able to renew or replace its partnership agreements as they expire, or that new partnership agreements will be on equally favorable terms. If not, the impact of the revised terms could have an adverse effect on PubCo’s business, financial condition, results of operations and cash flows.

PubCo will depend upon third-party licenses for sound recordings and musical compositions and an adverse change to, loss of, or claim that PubCo does not hold any necessary licenses may materially adversely affect PubCo’s business, financial condition, results of operations and cash flows.

To secure the rights to stream sound recordings and the musical compositions embodied therein, PubCo has entered and will continue to enter into license agreements to obtain licenses from rights holders such as record labels, music publishers, performing rights organizations, collecting societies, and other copyright owners or their agents, and pay royalties to such parties. Though PubCo will work diligently in its efforts to obtain all necessary licenses to stream sound recordings and the musical compositions embodied therein, there is no guarantee that the licenses available to PubCo now will continue to be available in the future at rates and on terms that are favorable or commercially reasonable or at all. The terms of these licenses, including the royalty rates that PubCo is required to pay pursuant to them, may change as a result of changes in PubCo’s bargaining power, changes in the industry, changes in applicable law, or for other reasons. Increases in royalty rates or changes to other terms of these licenses may materially impact PubCo’s business, financial condition, results of operations and cash flows.

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PubCo has entered and will continue to enter into license agreements to obtain rights to stream sound recordings. If PubCo fails to obtain these licenses, the size and quality of its catalog may be materially adversely impacted and PubCo’s business, financial condition, results of operations and cash flows could be materially harmed.

PubCo generally obtains licenses for two types of rights with respect to musical compositions: mechanical rights and public performance rights.

Access to local content will be important to PubCo’s ability to attract Subscribers in many geographical markets, particularly in those where local artists are the most popular. In certain markets, obtaining licenses for local music content will be vital to the perceived value of PubCo’s service and Subscriber engagement. In other parts of the world, including Europe, Asia, and Latin America, PubCo will obtain mechanical and performance licenses for musical compositions either through local collecting societies representing publishers or from publishers directly, or a combination thereof. PubCo cannot guarantee that its licenses with collecting societies and its direct licenses with publishers provide full coverage for all of the musical compositions PubCo will make available to its users in such countries. In Asia and Latin America, PubCo anticipates movement away from blanket licenses from copyright collectives, which may lead to a fragmented copyright licensing landscape. Publishers, songwriters, and other rights holders choosing not to be represented by collecting societies could adversely impact PubCo’s ability to secure favorable licensing arrangements in connection with musical compositions that such rights holders own or control, including increasing the costs of licensing such musical compositions, or subjecting PubCo to significant liability for copyright infringement.

There also is no guarantee that PubCo will obtain all of the licenses it needs to stream content, as the process of obtaining such licenses involves many rights holders, some of whom are unknown, and myriad complex legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed. Additionally, there is a risk that aspiring rights holders, their agents, or legislative or regulatory bodies will create or attempt to create new rights that could require PubCo to enter into license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify.

Even when PubCo is able to enter into license agreements with rights holders, PubCo cannot guarantee that such agreements will continue to be renewed indefinitely. For example, from time to time, PubCo’s license agreements with certain rights holders and/or their agents may expire while PubCo negotiates their renewals and, per industry custom and practice, PubCo may enter into brief (for example, month-, week-, or even days-long) extensions of those agreements and/or continue to operate as if the license agreement had been extended, including by its continuing to make music available. During these periods, PubCo may not have assurance of long-term access to such rights holders’ content, which could have a material adverse effect on its business and could lead to potential copyright infringement claims.

It also is possible that such agreements will never be renewed at all. The lack of renewal, or termination, of one or more of PubCo’s license agreements, or the renewal of a license agreement on less favorable terms, also could have a material adverse effect on PubCo’s business, financial condition, results of operations and cash flows.

PubCo will have no control over the providers of the content PubCo will make available on its platforms, and PubCo’s business may be adversely affected if its access to such content is limited or delayed. The concentration of control of content by PubCo’s major providers means that even one entity, or a small number of entities working together, may unilaterally affect PubCo’s access to music and other content.

PubCo will rely on music rights holders, over whom PubCo will have no control, for the content it will make available on its service. PubCo cannot guarantee that these parties will always choose to license to it.

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PubCo’s business may be adversely affected if its access to music is limited or delayed because of deterioration in its relationships with a significant number of rights holders or if a significant number choose not to license to PubCo for any other reason. Rights holders also may attempt to take advantage of their market power to seek onerous financial terms from PubCo, which could have a material adverse effect on PubCo’s business, financial condition, results of operations and cash flows.

Even if PubCo is able to secure rights to sound recordings from record labels and other copyright owners, artists and/or artist groups may object and may exert public or private pressure on third parties to discontinue licensing rights to PubCo, hold back content from PubCo or increase royalty rates. As a result, PubCo’s ability to continue to license rights to sound recordings will be subject to convincing a broad range of stakeholders of the value and quality of PubCo’s service.

To the extent that PubCo is unable to license a large amount of content or the content of certain popular artists, PubCo’s business, financial condition, results of operations and cash flows could be materially harmed.

PubCo will be a party to many license agreements which are complex and impose numerous obligations upon PubCo which may make it difficult to operate its business, and a breach of such agreements could adversely affect its business, financial condition, results of operations and cash flows.

Many of PubCo’s license agreements will be complex and will impose numerous obligations on PubCo, including obligations to, among other things:

Some of PubCo’s license agreements may grant the licensor the right to audit PubCo’s compliance with the terms and conditions of such agreements. Some of PubCo’s license agreements may also include so-called “most favored nations” provisions which require that certain terms (including potentially the material terms) of such agreements are no less favorable than those provided to any similarly situated licensor. If triggered, these most favored nations provisions could cause PubCo’s payments or other obligations under those agreements to escalate substantially. Additionally, some of PubCo’s license agreements may require consent to undertake certain business initiatives and without such consent, PubCo’s ability to undertake new business initiatives may be limited. This could hurt PubCo’s competitive position.

If PubCo materially breaches any of these obligations or any other obligations set forth in any of its license agreements, or if PubCo uses content in ways that are found to exceed the scope of such agreements, PubCo could be subject to monetary penalties and PubCo’s rights under such license agreements could be terminated, either of which could have a material adverse effect on PubCo’s business, financial condition, results of operations and cash flows.

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PubCo’s royalty payment scheme will be complex, and it will be difficult to estimate the amount payable under PubCo’s license agreements.

Under PubCo’s license agreements and relevant statutes, PubCo must pay a royalty to record labels, music publishers, and other copyright owners in order to stream content. The determination of the amount and timing of such payments will be complex and subject to a number of variables, including the revenue generated, the type of content streamed and the country in which it is streamed, the service tier such content is streamed on, identification of the appropriate license holder, size of user base, ratio of Radio Service users to Subscribers, and any applicable advertising fees and discounts, among other variables. Additionally, PubCo may have certain arrangements whereby royalty costs are paid in advance or are subject to minimum guaranteed amounts. An accrual will be estimated when actual royalty costs to be incurred during a contractual period are expected to fall short of the minimum guaranteed amount. Moreover, for minimum guarantee arrangements for which PubCo cannot reliably predict the underlying expense, PubCo will expense the minimum guarantee on a straight-line basis over the term of the arrangement. Additionally, PubCo may also have license agreements that include so-called “most favored nations” provisions that require that the material terms of such agreements are the most favorable material terms provided to any music licensor, which, if triggered, could cause PubCo’s royalty payments under those agreements to escalate substantially. An accrual and expense will be recognized when it is probable that PubCo will make additional royalty payments under these terms.

Though PubCo will regularly assess the internal controls and systems it uses to determine royalties payable, and because determining royalties payable is so complex, PubCo may underpay or overpay the royalty amounts payable to record labels, music publishers, and other copyright owners. Underpayment could result in (i) litigation or other disputes with record labels, music publishers, and other copyright owners, (ii) the unexpected payment of additional royalties in material amounts, and (iii) damage to PubCo’s business relationships with record labels, music publishers, other copyright owners, and artists and/or artist groups. If PubCo overpays royalties, PubCo may be unable to reclaim such overpayments, and PubCo’s profits will suffer. Failure to accurately pay PubCo’s royalties may adversely affect its business, financial condition, results of operations and cash flows.

Minimum guarantees required under certain of PubCo’s license agreements for sound recordings and underlying musical compositions may limit PubCo’s operating flexibility and may adversely affect PubCo’s business, financial condition, results of operations and cash flows.

Certain of PubCo’s license agreements for sound recordings and musical compositions (both for mechanical rights and public performance rights) may contain minimum guarantees and/or may require that PubCo makes minimum guarantee payments. Such minimum guarantees related to PubCo’s content costs are not always tied to its number of users, active users, Subscribers, or the number of sound recordings and musical compositions used on PubCo’s services. Accordingly, PubCo’s ability to achieve and sustain profitability and operating leverage on PubCo’s services in part will depend on PubCo’s ability to increase its revenue through increased sales of premium on-demand streaming subscriptions and advertising sales on terms that maintain an adequate gross margin. The duration of PubCo’s license agreements that contain minimum guarantees will likely be between one and two years, but PubCo’s Subscribers may cancel their subscriptions at any time. If PubCo’s forecasts of Subscribers do not meet its expectations or the number of Subscribers or advertising sales decline significantly during the term of PubCo’s license agreements, PubCo’s margins may be materially and adversely affected. To the extent PubCo’s Subscriber revenue growth or advertising sales do not meet its expectations, PubCo’s business, financial condition, results of operations and cash flows also could be adversely affected as a result of such minimum guarantees. In addition, the fixed cost nature of these minimum guarantees may limit PubCo’s flexibility in planning for, or reacting to, changes in PubCo’s business and the market segments in which it operates.

PubCo will rely on estimates of the market share of licensable content controlled by each content provider, as well as its own user growth and forecasted advertising revenue, to forecast whether such minimum guarantees can be recouped against PubCo’s actual content costs incurred over the duration of the license agreement. To the extent that these revenue and/or market share estimates underperform relative to PubCo’s expectations, leading to content costs that do not exceed such minimum guarantees, PubCo’s margins may be materially and adversely affected.

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Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on PubCo’s Premium Service and the ownership thereof may impact PubCo’s ability to perform its obligations under its licenses, affect the size of PubCo’s catalog, impact PubCo’s ability to control content costs and lead to potential copyright infringement claims.

Comprehensive and accurate ownership information for the musical compositions embodied in sound recordings may be unavailable to PubCo or difficult or, in some cases, impossible for PubCo to obtain, sometimes because it is withheld by the owners or administrators of such rights. PubCo will rely on the assistance of third parties to determine this information. If the information provided to PubCo or obtained by such third parties does not comprehensively or accurately identify the ownership of musical compositions, or if PubCo is unable to determine which musical compositions correspond to specific sound recordings, it may be difficult or impossible to identify the appropriate rights holders to whom to pay royalties. This may make it difficult to comply with the obligations of any agreements with those rights holders.

These challenges, and others concerning the licensing of musical compositions embodied in sound recordings on PubCo’s services, may subject PubCo to significant liability for copyright infringement, breach of contract, or other claims.

If PubCo’s security systems are breached, PubCo may face civil liability, and public perception of PubCo’s security measures could be diminished, either of which would negatively affect its ability to attract and retain Subscribers, Radio Service users, advertisers, content providers, and other business partners.

Techniques used to gain unauthorized access to data and software are constantly evolving, and PubCo may be unable to anticipate or prevent unauthorized access to data pertaining to PubCo’s users, including credit card and debit card information and other personal data about its users, business partners, and employees. Like all internet services, PubCo’s service is vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks and similar disruptions from the unauthorized use of PubCo’s and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data or the unauthorized access to personal data. Computer malware, viruses, and computer hacking and phishing attacks have become more prevalent in PubCo’s industry, have occurred on Akazoo’s systems in the past, and may occur on PubCo’s systems in the future. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of PubCo’s services and technical infrastructure to the satisfaction of its users may harm PubCo’s reputation and its ability to retain existing users and attract new users. Although Akazoo has developed, and PubCo plans to continue to develop, systems and processes that are designed to protect PubCo’s data and user data, to prevent data loss, to disable undesirable accounts and activities on PubCo’s platform, and to prevent or detect security breaches, PubCo cannot assure you that such measures will provide absolute security, and PubCo may incur significant costs in protecting against or remediating cyber-attacks.

In addition, security breaches to PubCo’s systems or a third party’s systems may subject PubCo to regulatory or civil liability and public perception of PubCo’s security measures could be diminished, either of which would negatively affect PubCo’s ability to attract and retain users, which in turn would harm PubCo’s efforts to attract and retain advertisers, content providers, and other business partners. PubCo also would be required to expend significant resources to mitigate the breach of security and to address matters related to any such breach. PubCo also may be required to notify regulators about any actual or perceived personal data breach (including the European Data Protection Authorities) as well as the individuals who are affected by the incident within strict time periods.

Any failure, or perceived failure, by PubCo to maintain the security of data relating to its users, to comply with its posted privacy policy, laws and regulations, rules of self-regulatory organizations, industry standards, and contractual provisions to which PubCo may be bound, could result in the loss of confidence in PubCo, or result in actions against PubCo by governmental entities or others, all of which could result in litigation and financial losses, and could potentially cause PubCo to lose users, advertisers, and revenues. In Europe, European Data Protection Authorities could impose fines and penalties of up to 4% of annual global turnover or €20 million, whichever is higher, for a personal data breach resulting from neglect in security measures and where the definition of neglect is vague and subject to interpretation of the regulatory bodies or authorities.

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Assertions by third parties of infringement or other violation by PubCo of their intellectual property rights could harm PubCo’s business, financial condition, results of operations and cash flows.

Third parties may in the future assert, that Akazoo has infringed, misappropriated, or otherwise violated their copyrights, patents, and other intellectual property rights, and as PubCo expects to face increasing competition, the possibility of intellectual property rights claims against PubCo may increase in the future.

PubCo’s ability to provide its services will be dependent upon its ability to license intellectual property rights to sound recordings and the musical compositions embodied therein, as well as related content such as album cover art and artist images. Various laws and regulations govern the copyright and other intellectual property rights associated with sound recordings and musical compositions. Existing laws and regulations are evolving and subject to different interpretations, and various legislative or regulatory bodies may expand current or enact new laws or regulations. Although PubCo expects to expend significant resources to seek to comply with the statutory, regulatory, and judicial frameworks by, for example, entering into license agreements, PubCo cannot assure you that it will not infringe or violate any third-party intellectual property rights.

In addition, music, internet, technology, and media companies are frequently subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. Many companies in these industries, including many of PubCo’s competitors, have substantially larger patent and intellectual property portfolios than PubCo does, which could make PubCo a target for litigation as it may not be able to assert counterclaims against parties that sue it for patent or other intellectual property infringement. In addition, various “non-practicing entities” that own patents and other intellectual property rights often attempt to aggressively assert claims in order to extract value from technology companies. Further, from time to time PubCo may introduce new products and services, including in territories where Akazoo currently does not have an offering, which could increase PubCo’s exposure to patent and other intellectual property claims from competitors and non-practicing entities. It is difficult to predict whether assertions of third-party intellectual property rights or any infringement or misappropriation claims arising from such assertions will substantially harm PubCo’s business, financial condition, results of operations and cash flows. If PubCo is forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in PubCo’s favor, PubCo may be required to expend significant time and financial resources on the defense of such claims. Furthermore, an adverse outcome of a dispute may require PubCo to pay significant damages, which may be even greater if PubCo is found to have willfully infringed upon a party’s intellectual property; cease exploiting copyrighted content that PubCo has previously had the ability to exploit; cease using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign PubCo’s solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; indemnify PubCo’s partners and other third parties; and/or take other actions that may have material effects on PubCo’s business, financial condition, results of operations and cash flows.

Moreover, PubCo will rely on multiple software programmers to design PubCo’s proprietary technologies, and PubCo may contribute software source code under “open source” licenses and make technology PubCo developed available under open source licenses. Although PubCo will make every effort to prevent the incorporation of licenses that would require PubCo to disclose code and/or innovations in PubCo’s products, PubCo may not exercise complete control over the development efforts of its programmers, and PubCo cannot be certain that its programmers have not used software that is subject to such licenses or that they will not do so in the future. In the event that portions of PubCo’s proprietary technology are determined to be subject to licenses that require it to publicly release the affected portions of its source code, re-engineer a portion of its technologies, or otherwise be limited in the licensing of its technologies, PubCo may be forced to do so, each of which could materially harm PubCo’s business, financial condition, results of operations and cash flows.

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Failure to protect PubCo’s intellectual property could substantially harm PubCo’s business, financial condition, results of operations and cash flows.

The success of PubCo’s business will depend on its ability to protect and enforce its patents, trade secrets, trademarks, copyrights, and all of PubCo’s other intellectual property rights, including its intellectual property rights underlying its services. PubCo will attempt to protect its intellectual property under patent, trade secret, trademark, and copyright law through a combination of employee, third-party assignment and nondisclosure agreements, other contractual restrictions, technological measures, and other methods. These afford only limited protection and PubCo is still early in the process of securing its intellectual property rights. Despite PubCo’s efforts to protect its intellectual property rights and trade secrets, unauthorized parties may attempt to copy aspects of PubCo’s song recommendation technology or other technology, or obtain and use PubCo’s trade secrets and other confidential information. Moreover, policing PubCo’s intellectual property rights is difficult and time consuming. PubCo cannot assure you that it would have adequate resources to protect and police its intellectual property rights, and PubCo cannot assure you that the steps it takes to do so will always be effective.

Akazoo has filed, and PubCo may in the future file, patent applications on certain of PubCo’s innovations. It is possible, however, that these innovations may not be patentable. In addition, given the cost, effort, risks, and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, PubCo may choose not to seek patent protection for some innovations. Furthermore, PubCo’s patent applications may not issue as granted patents, the scope of the protection gained may be insufficient or an issued patent may be deemed invalid or unenforceable. PubCo also cannot guarantee that any of PubCo’s present or future patents or other intellectual property rights will not lapse or be invalidated, circumvented, challenged, or abandoned. Neither can it be guaranteed that PubCo’s intellectual property rights will provide competitive advantages to it. PubCo’s ability to assert its intellectual property rights against potential competitors or to settle current or future disputes could be limited by PubCo’s relationships with third parties, and any of PubCo’s pending or future patent applications may not have the scope of coverage originally sought. PubCo cannot guarantee that its intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak. PubCo could lose both the ability to assert its intellectual property rights against, or to license PubCo’s technology to, others and the ability to collect royalties or other payments.

Akazoo currently owns the akazoo.com internet domain name and various other domain names. Internet regulatory bodies generally regulate domain names. If PubCo loses the ability to use a domain name in a particular country, PubCo would be forced either to incur significant additional expenses to market PubCo’s services within that country or, in extreme cases, to elect not to offer its services in that country. Either result could harm PubCo’s business, financial condition, results of operations and cash flows. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, PubCo may not be able to acquire or maintain the domain names that utilize Akazoo’s brand names in the United States or other countries in which it may conduct business in the future.

Litigation or proceedings before governmental authorities and administrative bodies may be necessary in the future to enforce PubCo’s intellectual property rights, to protect PubCo’s patent rights, trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. PubCo’s efforts to enforce or protect its proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm its operating results. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect PubCo’s ability to protect and enforce its patents and other intellectual property.

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PubCo’s user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect PubCo’s reputation and PubCo’s business, financial condition, results of operations and cash flows.

PubCo will review key metrics related to the operation of its business, including, but not limited to, its Subscribers, Users, average revenue per user (“ARPU”), Churn and customer acquisition costs (“CAC”) to evaluate growth trends, measure PubCo’s performance, and make strategic decisions. These metrics are calculated using internal company data. While these numbers are based on what PubCo believes to be reasonable estimates of PubCo’s user base for the applicable period of measurement, there are inherent challenges in measuring how PubCo’s service is used across large populations globally.

Errors or inaccuracies in PubCo’s metrics or data could result in incorrect business decisions and inefficiencies. For instance, if a significant understatement or overstatement of Users or Subscribers were to occur, PubCo may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of users to satisfy PubCo’s growth strategies.

In addition, advertisers generally rely on third-party measurement services to calculate PubCo’s metrics, and these third-party measurement services may not reflect PubCo’s true audience. Some of PubCo’s demographic data also may be incomplete or inaccurate because users self-report their names and dates of birth. Consequently, the personal data PubCo has may differ from its users’ actual names and ages. If advertisers, partners, or investors do not perceive PubCo’s user, geographic, or other demographic metrics to be accurate representations of PubCo’s user base, or if PubCo discovers material inaccuracies in its user, geographic, or other demographic metrics, PubCo’s reputation may be seriously harmed.

PubCo is at risk of attempts at unauthorized access to its services, and failure to effectively prevent and remediate such attempts could have an adverse impact on PubCo’s business, operating results, and financial condition. Unauthorized access to PubCo’s services may cause it to misstate key performance indicators, which once discovered, corrected, and disclosed, could undermine investor confidence in the integrity of PubCo’s key performance indicators.

Akazoo has in the past been, and PubCo expects to be in the future, impacted by attempts by third parties to manipulate and exploit PubCo’s software for the purpose of gaining unauthorized access to PubCo’s service. This may impact PubCo’s results of operations, particularly with respect to margins, by increasing its cost of revenue without a corresponding increase to its revenue, and could expose PubCo to claims for damages including, but not limited to, from rights holders, any of which could seriously harm PubCo’s business. It should be noted that since unauthorized access to PubCo’s service has in the past and may in the future happen through exploitation of software vulnerabilities, once a new method of doing so is developed by third parties, the level of unauthorized access (and attendant negative financial impact described above, if at all) may increase over time as third parties share the method until PubCo finds a way to prevent the unauthorized access, assuming PubCo is able to do so at all. Moreover, once PubCo detects and correct such unauthorized access and any key performance indicators it affects, investor confidence in the integrity of PubCo’s key performance indicators could be undermined. These could have a material adverse impact on PubCo’s business, financial condition, results of operations and cash flows.

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PubCo is at risk of artificial manipulation of stream counts and failure to effectively manage and remediate such fraudulent streams could have an adverse impact on PubCo’s business, operating results, and financial condition. Fraudulent streams and potentially associated fraudulent user accounts or artists may cause PubCo to overstate key performance indicators, which once discovered, corrected, and disclosed, could undermine investor confidence in the integrity of PubCo’s key performance indicators.

Akazoo has in the past been, and PubCo may in the future be, impacted by attempts by third parties to artificially manipulate stream counts. Such attempts may, for example, be designed to generate revenue for rights holders or to influence placement of content on certain playlists or industry music charts. These potentially fraudulent streams also may involve the creation of non-bona fide user accounts. For example, an individual might utilize fake users to stream specific content to increase its visibility on PubCo’s or third-party charts. PubCo uses a combination of algorithms and manual review by employees to detect fraudulent streams. However, PubCo may not be successful in detecting, removing and addressing all fraudulent streams (and any related user accounts. If in the future PubCo fails to successfully detect, remove and address fraudulent streams and associated user accounts, it may result in the manipulation of PubCo’s data, including the key performance indicators which underlie, among other things, PubCo’s contractual obligations with rights holders and advertisers (which could expose PubCo to the risk of litigation), as well as harm PubCo’s relationships with advertisers and rights holders. In addition, once PubCo detects, corrects and discloses fraudulent streams and associated user accounts and the key performance indicators they affect, investor confidence in the integrity of PubCo’s key performance indicators could be undermined. These could have a material adverse impact on PubCo’s business, financial condition, results of operations and cash flows.

PubCo’s business is subject to a variety of laws around the world. Government regulation of the internet is evolving and any changes in government regulations relating to the internet or other areas of PubCo’s business or other unfavorable developments may adversely affect its business, financial condition, results of operations and cash flows.

PubCo is an international company that is registered under the laws of Luxembourg. The Business Combination will result in Akazoo becoming a subsidiary of PubCo. Akazoo currently operates in 25 countries throughout the world and PubCo may further expand its geographies throughout its future operations. As a result of this organizational structure and the scope of PubCo’s operations, PubCo will be subject to a variety of laws in different countries. The scope and interpretation of the laws that are or may be applicable to PubCo are often uncertain and may be conflicting. It also is likely that if PubCo’s business grows and evolves and PubCo’s solutions are used more globally, PubCo will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to PubCo’s business and the new laws to which PubCo may become subject.

PubCo will be subject to general business regulations and laws, as well as regulations and laws specific to the internet. Such laws and regulations include, but are not limited to, labor, advertising and marketing, real estate, taxation, user privacy, data collection and protection, intellectual property, anti-corruption, anti-money laundering, foreign exchange controls, antitrust and competition, electronic contracts, telecommunications, sales procedures, automatic subscription renewals, credit card processing procedures, consumer protections, broadband internet access and content restrictions. It cannot be guaranteed that PubCo will be fully compliant in every jurisdiction in which it is subject to regulation, as existing laws and regulations governing issues such as intellectual property, privacy, taxation, and consumer protection, among others, are constantly changing. The adoption or modification of laws or regulations relating to the internet or other areas of PubCo’s business could limit or otherwise adversely affect the manner in which PubCo plans to conduct its business. For example, certain jurisdictions have implemented or are contemplating implementing laws which may negatively impact PubCo’s automatic renewal structure or its free or discounted trial incentives. Further, compliance with laws, regulations, and other requirements imposed upon PubCo’s business may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business.

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Moreover, as internet commerce continues to evolve, increasing regulation by U.S. federal and state agencies and other international regulators becomes more likely and may lead to more stringent consumer protection laws, which may impose additional burdens on PubCo. The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet, including laws limiting internet neutrality, could decrease user demand for PubCo’s service and increase PubCo’s cost of doing business. Future regulations, or changes in laws and regulations or their existing interpretations or applications, also could hinder PubCo’s operational flexibility, raise compliance costs, and result in additional historical or future liabilities for PubCo, resulting in material adverse impacts on PubCo’s business, financial condition, results of operations and cash flows.

PubCo may identify material weaknesses in its internal controls that may cause PubCo to fail to meet its reporting obligations or result in material misstatements of PubCo’s financial statements. If PubCo fails to remediate any material weaknesses or if PubCo otherwise fails to establish and maintain effective control over financial reporting, PubCo’s ability to accurately and timely report its financial results could be adversely affected.

As PubCo continues to grow, there are increasing demands being placed on the finance function and year end audit processes. This is an area that may need continued support to manage the planned growth for the business of PubCo.

If PubCo identifies future material weaknesses in its internal control over financial reporting or Akazoo fails to meet the demands that will be placed upon it as a subsidiary of a public company, including the requirements of the Sarbanes-Oxley Act, PubCo may be unable to accurately report its financial results, or report them within the timeframes required by law or stock exchange regulations. Under Section 404 of the Sarbanes-Oxley Act, PubCo will be required to evaluate and determine the effectiveness of PubCo’s internal control over financial reporting and provide a management report as to internal control over financial reporting. Failure to maintain effective internal control over financial reporting also could potentially subject PubCo to sanctions or investigations by the SEC or other regulatory authorities.

PubCo’s business will emphasize rapid innovation and will prioritize long-term user engagement over short-term financial condition or results of operations. That strategy may yield results that sometimes do not align with the market’s expectations. If that happens, PubCo’s share price may be negatively affected.

PubCo’s business is expected to grow and become more complex, and PubCo’s success will depend on its ability to quickly develop and launch new and innovative products. PubCo believes that its culture will foster this goal. PubCo’s focus on complexity and quick reactions could result in unintended outcomes or decisions that are poorly received by its users, advertisers or partners. PubCo’s culture also will prioritize its long-term user engagement over short-term financial condition or results of operations. PubCo may make decisions that may reduce its short-term revenue or profitability if PubCo believes that the decisions benefit the aggregate user experience and will thereby improve its financial performance over the long-term. These decisions may not produce the long-term benefits that PubCo expects, in which case, its user growth and engagement, its relationships with advertisers and partners, as well as its business, financial condition, results of operations and cash flows could be seriously harmed.

PubCo will depend on highly skilled key personnel to operate its business, and if it is unable to attract, retain, and motivate qualified personnel, PubCo’s ability to develop and successfully grow its business could be harmed.

PubCo believes that its future success is highly dependent on the talents and contributions of its senior management, including Apostolos N. Zervos, Akazoo’s Chief Executive Officer, and Pierre Schreuder, Akazoo’s Chief Financial Officer, members of its executive team, and other key employees, such as key engineering, finance, research and development, marketing, and sales personnel. PubCo’s future success will depend on its ability to attract, develop, motivate and retain highly qualified and skilled employees. All of PubCo’s employees, including its senior management, will be free to terminate their employment relationship with PubCo at any time, and their knowledge of PubCo’s business and industry may be difficult to replace. Qualified individuals are in high demand, particularly in the digital media industry, and PubCo may incur significant costs to attract them in the future.

PubCo expects to use equity awards to attract talented employees. Following the Business Combination, if the value of PubCo’s Ordinary Shares declines significantly and remains depressed, that may prevent PubCo from recruiting and retaining qualified employees. If PubCo is unable to attract and retain its senior management and key employees, PubCo may not be able to achieve its strategic objectives, and its business could be harmed. In addition, PubCo believes that its key executives have developed highly successful and effective working relationships. PubCo cannot ensure that it will be able to retain the services of any members of Akazoo’s senior management or other key employees. If one or more of these individuals leaves, PubCo’s operations could suffer.

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Streaming depends on effectively working with third-party platforms, operating systems, online platforms, hardware, networks, regulations, and standards PubCo does not control. Changes in PubCo’s service or those operating systems, hardware, networks, regulations, or standards, and PubCo’s limitations on its ability to access those platforms, operating systems, hardware, or networks may seriously harm its business.

PubCo’s services require high-bandwidth data capabilities. If the costs of data usage increase or access to data networks is limited, PubCo’s business may be seriously harmed. Additionally, to deliver high-quality audio, video, and other content over networks, PubCo’s services must work well with a range of technologies, systems, networks, regulations, and standards that PubCo does not control. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity, or use of the internet, including laws governing internet neutrality, could decrease the demand for PubCo’s service and increase its cost of doing business. Additionally, mobile providers may be able to limit PubCo’s users’ ability to access PubCo’s services or otherwise make PubCo’s services a less attractive alternative to its competitors’ applications. If that occurs, PubCo’s business, financial condition, results of operations and cash flows would be seriously harmed.

The EU currently requires equal access to internet content. Additionally, as part of its Digital Single Market initiative, the EU may impose network security, disability access, or 911-like obligations on “over-the-top” services such as those provided by PubCo, which could increase PubCo’s costs. If the EU or the courts modify these open internet rules, mobile providers may be able to limit PubCo’s users’ ability to access PubCo’s services or otherwise make PubCo’s services a less attractive alternative to its competitors’ applications. If that occurs, PubCo’s business, financial condition, results of operations and cash flows would be seriously harmed.

PubCo will rely on a variety of operating systems, online platforms, hardware, and networks to reach its customers. These platforms range from desktop and mobile operating systems and application stores to smart televisions. The owners or operators of these platforms may not share PubCo’s interests and may restrict its access to them or place conditions on access that would materially affect PubCo’s ability to access those platforms. In particular, where the owner of a platform also is PubCo’s direct competitor, the platform may attempt to use this position to affect PubCo’s access to customers and ability to compete. For example, an online platform might arbitrarily remove PubCo’s services from its platform, deprive PubCo of access to business critical data, or engage in other harmful practices. Online platforms also may unilaterally impose certain requirements that negatively affect PubCo’s ability to convert users to Subscribers, such as conditions that limit PubCo’s freedom to communicate promotions and offers to its users. Similarly, online platforms may force PubCo to use the platform’s payment processing systems which may be inferior to and more costly than other payment processing services available in the market.

Online platforms frequently change the rules and requirements for services like PubCo’s to access the platform, and such changes may adversely affect the success or desirability of PubCo’s services. Online platforms may limit PubCo’s access to information about customers, limiting its ability to convert and retain them. Online platforms also may deny access to application programming interfaces (“API”) or documentation, limiting functionality of PubCo’s services on the platform.

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There can be no assurance that PubCo will be able to comply with the requirements of those operating systems, online platforms, hardware, networks, regulations, and standards on which PubCo’s services depend, and failure to do so could result in serious harm to PubCo’s business.

PubCo will face competition for Radio Service users, Subscribers, and user listening time.

PubCo will compete for the time and attention of its users with other content providers on the basis of a number of factors, including quality of experience, relevance, diversity of content, ease of use, price, accessibility, perception of advertising load, brand awareness and reputation.

PubCo will compete with providers of on-demand streaming music, which is purchased or available for free and playable on mobile devices and in the home. These forms of media may be purchased, downloaded, and owned such as iTunes audio files, MP3s, or CDs, or accessed from subscription or free online on-demand offerings by music providers or content streams from other online services. PubCo will face competition for users from a growing variety of businesses, including other subscription music services around the world, many of which offer services that seek to emulate PubCo’s services, that deliver music content over the internet, through mobile phones, and through other wireless devices. Many of PubCo’s current or future competitors are already entrenched or may have significant brand recognition in a particular region or market in which PubCo will seek to penetrate.

PubCo will also compete with providers of internet radio both online and through connected mobile devices. These internet radio providers may offer more extensive content libraries than PubCo will offer and some may be offered more broadly than PubCo’s services. In addition, internet radio providers may leverage their existing infrastructure and content libraries, as well as their brand recognition and user base, to augment their services by offering competing on-demand music features to provide users with more comprehensive music service delivery choices.

PubCo’s competitors also include terrestrial radio, satellite radio and online radio. Terrestrial radio providers often offer their content for free, are well-established and accessible to consumers, and offer media content that PubCo may not offer. In addition, many terrestrial radio stations have begun broadcasting digital signals, which provide high-quality audio transmission. Satellite radio providers may offer extensive and exclusive news, comedy, sports and talk content and national signal coverage.

PubCo’s competitors may have higher brand recognition, more established relationships with music and other content licensors and mobile device manufacturers, greater financial, technical, and other resources, more sophisticated technologies and/or more experience in the markets in which PubCo will compete. As the market for on-demand music on the internet and mobile and connected devices increases, new competitors, business models, and solutions are likely to emerge.

PubCo will also compete for users based on its presence and visibility as compared with other businesses and platforms that deliver music content through the internet and mobile devices. PubCo will face significant competition for users from companies promoting their own digital music content online or through application stores, including several large, well-funded, and seasoned participants in the digital media market. Mobile device application stores often offer users the ability to browse applications by various criteria, such as the number of downloads in a given time period, the length of time since a mobile application was released or updated, or the category in which the application is placed. The websites and mobile applications of PubCo’s competitors may rank higher than PubCo’s website and its mobile application, and PubCo’s application may be difficult to locate in mobile device application stores, which could draw potential users away from PubCo’s services and toward those of its competitors. In addition, some of PubCo’s competitors, including Apple, Amazon and Google, have developed, and are continuing to develop, devices for which their music streaming service is preloaded, creating a visibility advantage. If PubCo is unable to compete successfully for users against other digital media providers by maintaining and increasing PubCo’s presence and visibility online, on mobile devices, and in application stores, PubCo’s number of Subscribers and songs streamed on its service may fail to increase or may decline and its subscription fees and advertising sales may suffer.

PubCo will compete for a share of advertisers’ overall marketing budgets with other content providers on a variety of factors including perceived return on investment, effectiveness and relevance of PubCo’s advertising products, pricing structure and ability to deliver large volumes or precise types of advertisements to targeted user demographic pools. PubCo also will compete for advertisers with a range of internet companies, including major internet portals, search engine companies, social media sites and applications, as well as traditional advertising channels such as terrestrial radio.

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Large internet companies with strong brand recognition, such as Facebook, Google and Twitter, have significant numbers of direct sales personnel, substantial advertising inventory, proprietary advertising technology solutions and web and mobile traffic that provide a significant competitive advantage and have a significant impact on pricing for internet advertising and web and mobile traffic. Failure to compete successfully against PubCo’s competitors could result in loss of current or potential advertisers, a reduced share of PubCo’s advertisers’ overall marketing budget, loss of existing or potential users or diminished brand strength, which could adversely affect PubCo’s pricing and margins, lower its revenue, increase its research and development and marketing expenses and prevent PubCo from maintaining profitability.

PubCo’s services and software are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm PubCo’s reputation and business.

PubCo’s services and software are highly technical and complex. Any products PubCo may introduce in the future may contain undetected software bugs, hardware errors and other vulnerabilities. These bugs and errors can manifest in any number of ways in PubCo’s products, including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products. PubCo will attempt to rapidly update its products and some errors in PubCo’s products may be discovered only after a product has been used by users, and may in some cases be detected only under certain circumstances or after extended use. Any errors, bugs, or other vulnerabilities discovered in PubCo’s code or backend after release could damage PubCo’s reputation, drive away users, allow third parties to manipulate or exploit PubCo’s software, lower revenue and expose PubCo to claims for damages, any of which could seriously harm PubCo’s business. Additionally, errors, bugs, or other vulnerabilities may—either directly or if exploited by third parties—affect PubCo’s ability to make accurate royalty payments.

PubCo also could face claims for product liability, tort, or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention and seriously harm PubCo’s reputation and its business. In addition, if PubCo’s liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, PubCo’s business could be seriously harmed.

Interruptions, delays or discontinuations in service arising from PubCo’s own systems or from third parties could impair the delivery of PubCo’s services and harm PubCo business.

PubCo relies on systems housed in its own facilities and upon third parties, including bandwidth providers and third-party “cloud” data storage services, to enable PubCo’s users to receive its content in a dependable, timely and efficient manner. PubCo may experience periodic service interruptions and delays involving its own systems and those of third parties that PubCo works with. Both PubCo’s own facilities and those of third parties are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They also are subject to break-ins, sabotage, intentional acts of vandalism, the failure of physical, administrative, technical, and cyber security measures, terrorist acts, natural disasters, human error, the financial insolvency of third parties that PubCo works with and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in PubCo’s services and to unauthorized access to, or alteration of, the content and data contained on PubCo’s systems and that these third parties store and deliver on PubCo’s behalf.

Any disruption in the services provided by these third parties could materially adversely impact PubCo’s business reputation, customer relations and operating results. Upon expiration or termination of any of PubCo’s agreements with third parties, PubCo may not be able to replace the services provided to PubCo in a timely manner or on terms and conditions, including service levels and cost, that are favorable to PubCo, and a transition from one third party to another could subject PubCo to operational delays and inefficiencies until the transition is complete.

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If PubCo fails to accurately predict, recommend, and play music that PubCo’s users enjoy, PubCo may fail to retain existing users and attract new users in sufficient numbers to meet investor expectations for growth or to operate PubCo’s business profitably.

PubCo believes that a key differentiating factor between PubCo’s services and other music content providers will be its ability to predict music that its users will enjoy. PubCo’s system for predicting user music preferences and selecting music tailored to PubCo’s users’ individual music tastes will be based on advanced data analytics systems and PubCo’s proprietary algorithms and AI engine. Akazoo has invested, and PubCo will continue to invest, significant resources in refining these technologies; however, PubCo cannot assure you that such investments will yield an attractive return or that such refinements will be effective. The effectiveness of PubCo’s ability to predict user music preferences and select music tailored to PubCo’s users’ individual music tastes will depend in part on PubCo’s ability to gather and effectively analyze large amounts of user data. In addition, PubCo’s ability to offer users songs that they have not previously heard and impart a sense of discovery will depend on PubCo’s ability to acquire and appropriately categorize additional songs that will appeal to PubCo’s users’ diverse and changing tastes in multiple markets. While PubCo has a large catalog of songs available to stream, it must continuously identify and analyze additional songs that its users will enjoy and it may not effectively do so. PubCo’s ability to predict and select music content that its users enjoy will be critical to the perceived value of PubCo’s services among users and failure to make accurate predictions could materially adversely affect its ability to adequately attract and retain Subscribers and users, and sell advertising to meet investor expectations for growth or to operate the business profitably.

If PubCo fails to effectively manage its growth, PubCo’s business, financial condition, results of operations and cash flows may suffer.

Akazoo’s rapid growth has placed, and will continue to place, significant demands on PubCo’s management and its operational and financial infrastructure. In order to maintain profitability, PubCo will need to recruit, integrate, and retain skilled and experienced personnel who can demonstrate PubCo’s value proposition to users, advertisers, and business partners and who can increase the monetization of the music streamed on PubCo’s services, particularly on mobile devices. Continued growth also could strain PubCo’s ability to maintain reliable service levels for its users, effectively monetize the music streamed, develop and improve PubCo’s operational and financial controls, and recruit, train and retain highly skilled personnel. If PubCo’s systems do not evolve to meet the increased demands placed on PubCo by an increasing number of advertisers, PubCo also may be unable to meet its obligations under advertising agreements with respect to the delivery of advertising or other performance obligations. As PubCo’s operations grow in size, scope and complexity, PubCo will need to improve and upgrade its systems and infrastructure, which will require significant expenditures and allocation of valuable technical and management resources. If PubCo fails to maintain efficiency and allocate limited resources effectively in its organization as it grows, its business, financial condition, results of operations and cash flows may suffer.

As PubCo grows larger and increases its user base and usage, PubCo expects it will become increasingly difficult to maintain the rate of growth Akazoo has experienced in the past.

PubCo’s ability to increase the number of its users will depend in part on its ability to distribute its services, which may be affected by third-party interference beyond PubCo’s control.

The use of PubCo’s services will depend on the ability of its users to access the internet, PubCo’s website and its application. Enterprises or professional organizations, including governmental agencies, could block access to the internet, PubCo’s website and its application for a number of reasons such as security or confidentiality concerns or regulatory reasons that could adversely impact PubCo’s user base.

Additionally, PubCo will distribute its application via smartphone and tablet application download stores managed by Apple and Google, among others. Certain of these companies may be competitors of PubCo, and could stop allowing or supporting access to PubCo’s services through their products, could allow access for PubCo only at an unsustainable cost, or could make changes to the terms of access in order to make PubCo’s services less desirable or harder to access, for competitive reasons. Furthermore, because devices providing access to PubCo’s services will not be manufactured and sold by PubCo, PubCo cannot guarantee that these devices perform reliably, and any faulty connection between these devices and PubCo’s services may result in consumer dissatisfaction toward PubCo, which could damage the Akazoo brand.

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If PubCo is unable to increase revenue from PubCo’s services on mobile devices, such as smartphones, PubCo’s results of operations may be materially adversely affected.

PubCo’s business model with respect to monetization of its services on mobile and connected devices may change. As users migrate away from personal computers, there is increasing pressure to monetize mobile. If PubCo is unable to effectively monetize its services on mobile and connected devices, PubCo’s business, financial condition, results of operations and cash flows may suffer.

PubCo will rely on advertising revenue from its Radio Service, and any failure to convince advertisers of the benefits of PubCo’s Radio Service could harm PubCo’s business, financial condition, results of operations and cash flows.

PubCo’s ability to attract and retain advertisers, and ultimately to generate advertising revenue, will depends on a number of factors, including:

PubCo may not succeed in capturing a greater share of its advertisers’ core marketing budgets, particularly if it is unable to achieve the scale, reach, products, and market penetration necessary to demonstrate the effectiveness of its advertising solutions, or if PubCo’s advertising model proves ineffective or not competitive when compared to other alternatives and platforms through which advertisers choose to invest their budgets.

Failure to grow PubCo’s Radio Service user base and to effectively demonstrate the value of its Radio Service to advertisers could result in loss of, or reduced spending by, existing or potential future advertisers, which would materially harm PubCo’s business, financial condition, results of operations and cash flows.

Selling advertisements requires that PubCo demonstrate to advertisers that its Radio Service has substantial reach and engagement by relevant demographic audiences. Some of PubCo’s demographic data may be incomplete or inaccurate. For example, because Radio Service users self-report their names and dates of birth, the personal data PubCo collects may differ from its Radio Service users’ actual names and ages. If PubCo’s Radio Service users provide incorrect or incomplete information regarding their name, age, or other attributes, then PubCo may fail to target the correct demographic with its advertising. Advertisers often rely on third parties to quantify the reach and usage of PubCo’s Radio Service. These third-party measurement services may not reflect PubCo’s true audience, and their underlying methodologies are subject to change at any time. In addition, the methodologies PubCo will apply to measure the key performance indicators that it will use to monitor and manage its business may differ from the methodologies used by third-party measurement service providers, who may not integrate effectively with PubCo’s Radio Service. Measurement technologies for mobile devices may be even less reliable in quantifying the reach and usage of PubCo’s Radio Service, and it is not clear whether such technologies will integrate with PubCo’s systems or uniformly and comprehensively reflect the reach, usage, or overall audience composition of PubCo’s Radio Service. If such third-party measurement providers report lower metrics than PubCo does, there is wide variance among reported metrics, or PubCo cannot adequately integrate with such services that advertisers require, PubCo’s ability to convince advertisers of the benefits of its Radio Service could be adversely affected.

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Negative media coverage could adversely affect PubCo’s business.

Unfavorable publicity regarding, for example, payments to music labels, publishers, artists, and other copyright owners, PubCo’s privacy practices, terms of service, service changes, service quality, litigation or regulatory activity, government surveillance, the actions of PubCo’s advertisers, the actions of PubCo’s developers whose services are integrated with its service, the use of PubCo’s service for illicit, objectionable or illegal ends, the actions of PubCo’s users, the quality and integrity of content shared on PubCo’s services, or the actions of other companies that provide similar services to PubCo, could materially adversely affect PubCo’s reputation. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of PubCo’s user base and result in decreased revenue, which could materially adversely affect PubCo’s business, financial condition, results of operations and cash flows.

PubCo’s business will depend on a strong brand, and any failure to maintain, protect, and enhance PubCo’s brand would hurt its ability to retain or expand its base of Radio Service users, Subscribers and advertisers.

PubCo believes that the Akazoo brand has contributed significantly to the success of Akazoo’s business. Maintaining, protecting, and enhancing the “Akazoo” brand is critical to expanding PubCo’s base of Radio Service users, Subscribers, and advertisers, and will depend largely on PubCo’s ability to continue to develop and provide an innovative and high-quality experience for PubCo’s users and to attract advertisers, content owners, mobile device manufacturers, and other consumer electronic product manufacturers to work with PubCo, which PubCo may not do successfully.

The Akazoo brand may be impaired by a number of other factors, including any failure to keep pace with technological advances on PubCo’s platform or with its services, slower load times for PubCo’s services, a decline in the quality or quantity of the content available on PubCo’s services, a failure to protect PubCo’s intellectual property rights, or any alleged violations of law, regulations, or public policy. Additionally, the actions of PubCo’s developers, advertisers and content partners may affect the Akazoo brand if users do not have a positive experience using third-party applications or websites integrated with PubCo or that make use of PubCo content. Further, if PubCo’s partners fail to maintain high standards for products that are integrated into PubCo’s service, fail to display PubCo’s trademarks on their products in breach of its agreements with them, use PubCo’s trademarks incorrectly or in an unauthorized manner or if PubCo partners with manufacturers of products that its users reject, the strength of the Akazoo brand could be adversely affected.

Akazoo has not historically spent considerable resources to establish and maintain the Akazoo brand. However, if PubCo is unable to maintain growth of PubCo’s Radio Service users and Subscribers, PubCo may be required to expend greater resources on advertising, marketing and other brand-building efforts to preserve and enhance consumer awareness of the Akazoo brand, which would adversely affect PubCo’s business, financial condition, results of operations and cash flow and may not be effective.

PubCo’s trademarks, trade dress, and other designations of origin are important elements of the Akazoo brand. PubCo has registered Akazoo and other marks as trademarks in the United States and certain other jurisdictions around the world. Nevertheless, competitors or other companies may adopt marks similar to those registered by PubCo, or use PubCo’s marks and confusingly similar terms as keywords in internet search engine advertising programs, thereby impeding PubCo’s ability to build brand identity and possibly leading to confusion among PubCo’s users. PubCo cannot assure you that its trademark applications, even for key marks, will be approved. PubCo may face opposition from third parties to PubCo’s applications to register key trademarks in foreign jurisdictions in which PubCo has expanded or may expand its presence. If PubCo is unsuccessful in defending against these oppositions, its trademark applications may be denied. Whether or not PubCo’s trademark applications are denied, third parties may claim that its trademarks infringe upon their rights. As a result, PubCo could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of the Akazoo brand in those or other jurisdictions. Doing so could harm the Akazoo brand or brand recognition and adversely affect PubCo’s business, financial condition results of operations and cash flows.

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Various regulations as well as self-regulation related to privacy and data security concerns pose the threat of lawsuits and other liability, may require PubCo to expend significant resources, and may harm PubCo’s business, financial condition, results of operation, and cash flows.

PubCo may collect and utilize personal and other information from and about its users as they interact with its service. Various laws and regulations govern the collection, use, retention, sharing, and security of the data PubCo would receive from and about its users. Privacy groups and government bodies have increasingly scrutinized the ways in which companies link personal identities and data associated with particular users or devices with data collected through the internet, and PubCo expects such scrutiny to continue to increase. Alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose PubCo to potential liability and may require it to expend significant resources in responding to and defending such allegations and claims. Claims or allegations that PubCo has violated laws and regulations relating to privacy and data security could in the future result in negative publicity and a loss of confidence in PubCo by its users and its partners. Such claims or allegations also may subject PubCo to fines, including by data protection authorities and credit card companies, and could result in the loss of PubCo’s ability to accept credit and debit card payments.

Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example, the EU General Data Protection Regulation (“GDPR”) came into effect on May 25, 2018, and may require PubCo to change its privacy and data security practices. The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, requiring expanded disclosures about how personal information is to be used, limitations on retention of information, mandatory data breach notification requirements, and higher standards for data controllers to demonstrate that they have obtained valid consent or have another legal basis in place to justify their data processing activities. The GDPR provides that EU member states may make their own additional laws and regulations in relation to certain data processing activities, which could limit PubCo’s ability to use and share personal data or could require localized changes to its operating model. Under the GDPR, fines of up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, may be assessed for non-compliance. These new laws may cause PubCo’s costs to increase, which would result in further administrative costs to providing its service.

PubCo also will be subject to evolving EU laws on data export, as PubCo may at times transfer personal data from the EU to other jurisdictions. For example, in 2015, the Court of Justice of the EU invalidated the U.S.-EU Safe Harbor framework regarding the transfer of personal data from the EU to the United States. EU and U.S. negotiators agreed in February 2016 to a new framework, the Privacy Shield, which would replace the Safe Harbor framework. However, there is currently litigation challenging this framework as well as litigation challenging other EU mechanisms for adequate data transfers (for example, the standard contractual clauses), and it is uncertain whether the Privacy Shield framework and/or the standard contractual clauses similarly will be invalidated by the EU courts in the future. PubCo may rely on a mixture of mechanisms to transfer data to and from its EU business to the United States and could be impacted by changes in law as a result of the current challenges to these mechanisms in the European courts.

In recent years, U.S. and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons, and similar technology for online behavioral advertising. In the EU, under the current Directive 2002/58 on Privacy and Electronic Communications (the “ePrivacy Directive”), informed and freely given consent is required for the placement of certain cookies on a user’s device. Once the GDPR comes into force, the higher standard required for valid consent under the GDPR will equally apply to consent required under the ePrivacy Directive. The ePrivacy Directive is also under reform. A draft of the new Regulation (EC) 2017/0003 concerning the respect for private life and the protection of personal data in electronic communications and repealing Directive 2002/58/EC (the “draft ePrivacy Regulation”) was announced on January 10, 2017. While it was originally intended to become applicable on May 25, 2018 (alongside the GDPR), the current draft ePrivacy Regulation is still going through the European legislative process. Unlike the current ePrivacy Directive, the draft ePrivacy Regulation will be implemented directly into the laws of each of the EU member states, without the need for further enactment. When implemented, the ePrivacy Regulation may impose a requirement for opt-in consent for the collection of information from users’ equipment as well as the use of third-party cookies, web beacons, and similar technology for tracking users for online behavioral advertising. The current provisions of the draft ePrivacy Regulation extend the strict opt-in marketing rules with limited exceptions to business to business communications and significantly increase penalties which can reach up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, for non-compliance.

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PubCo may find it necessary or desirable to join self-regulatory bodies or other privacy-related organizations that require compliance with their rules pertaining to privacy and data security. PubCo also may be bound by contractual obligations that limit its ability to collect, use, disclose, share, and leverage user data and to derive economic value from it. New laws, amendments to, or reinterpretations of existing laws, rules of self-regulatory bodies, industry standards, and contractual obligations, as well as changes in its users’ expectations and demands regarding privacy and data security, may limit PubCo’s ability to collect, use, and disclose, and to leverage and derive economic value from user data. Restrictions on PubCo’s ability to collect, access and harness user data, or to use or disclose user data or any profiles that it develops using such data, may require PubCo to expend significant resources to adapt to these changes and would in turn limit its ability to stream personalized music content to PubCo’s users and offer targeted advertising opportunities to its Radio Service users.

In addition, any failure or perceived failure by PubCo to comply with privacy or security laws, policies, legal obligations, industry standards, or any security incident that results in the unauthorized release or transfer of personal data may result in governmental enforcement actions and investigations, including fines and penalties, enforcement orders requiring PubCo to cease processing or operate in a certain way, litigation and/or adverse publicity, including by consumer advocacy groups, and could cause PubCo’s customers to lose trust in it, which could have an adverse effect on its reputation and business. Such failures could have a material adverse effect on PubCo’s financial condition and results of operations. If the third parties PubCo may work with (for example, cloud-based vendors) violate applicable laws or contractual obligations or suffer a security breach, such violations also may put PubCo in breach of its obligations under privacy laws and regulations and/or could in turn have a material adverse effect on PubCo’s business.

PubCo may incur expenses to comply with privacy and security standards and protocols imposed by law, regulation, self-regulatory bodies, industry standards, and contractual obligations. Increased regulation of data capture, analysis, and utilization and distribution practices, including self-regulation and industry standards, could increase PubCo’s cost of operation, limit its ability to grow its operations, or otherwise adversely affect its business, operating results, and financial condition.

Changes in regulations or user concerns regarding privacy and protection of user data, or any failure or appearance of failure to comply with such laws, could diminish the value of PubCo’s service and cause it to lose users and revenue.

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission, and security of personal information by companies operating over the internet have recently come under increased public scrutiny. The U.S. government, including the Federal Trade Commission and the Department of Commerce, may continue to review the need for greater regulation over the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. In addition, the EU may continue to review the need for greater regulation or reform to its existing data protection legal framework, which may result in a greater compliance burden for companies with users in Europe. Various government and consumer agencies also have called for new regulation and changes in industry practices. PubCo’s business could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with PubCo’s business practices and that would require changes to these practices, the design of PubCo’s website, services, features, or its privacy policy. In particular, the success of PubCo’s business will be driven by its ability to responsibly use the personal data that PubCo’s users share with PubCo. Therefore, PubCo’s business could be harmed by any significant change to applicable laws, regulations, or industry practices regarding the use of PubCo’s users’ personal data, for example regarding the manner in which disclosures are made and how the express or implied consent of users for the use of personal data is obtained. Such changes may require PubCo to modify its services and features, possibly in a material manner, and may limit its ability to develop new services and features that make use of the data that PubCo’s users voluntarily share with it. In addition, some of PubCo’s developers or other partners, such as those that will help PubCo measure the effectiveness of ads, may receive or store information provided by it or by its users through mobile or web applications integrated with PubCo’s service. PubCo may provide limited information to such third parties based on the scope of services provided to it. However, if these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, PubCo’s data or its users’ data may be improperly accessed, used, or disclosed.

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PubCo will be subject to a number of risks related to billing and payments it accepts.

Akazoo has accepted and PubCo will continue to accept payments through telecommunication service providers via direct carrier billing and/or mobile telco billing. For direct carrier billing and credit and debit card payments, PubCo will pay interchange and other fees, which may increase over time. An increase in those fees would require PubCo to either increase the prices PubCo will charge for its Premium Service, which could cause PubCo to lose Subscribers and subscription revenue, or suffer an increase in its costs without a corresponding increase in the price it charges for PubCo’s Premium Service, either of which could harm PubCo’s business, financial condition, results of operations and cash flows.

Additionally, PubCo will rely on third-party service providers for payment processing and aggregation services, including for direct carrier billing and the processing of credit and debit cards. PubCo will rely on partners with a small number of payment processors and payment aggregators to collect a significant portion of its revenues from telecommunication service providers and other payment processing partners. PubCo’s business could be materially disrupted if these third-party aggregation service providers become unwilling or unable to provide these services.

If PubCo or its service providers for billing and payment processing services have problems with PubCo’s billing software, or the billing software malfunctions, it could have a material adverse effect on PubCo’s user satisfaction and could cause one or more of the major credit card companies to disallow PubCo’s use of their payment products. In addition, if PubCo’s billing software fails to work properly and, as a result, PubCo does not automatically charge its Subscribers’ credit cards on a timely basis or at all, PubCo’s business, financial condition, results of operations and cash flows could be materially adversely affected.

PubCo also will be subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for PubCo to comply.

If PubCo fails to adequately control fraudulent transactions, PubCo may face civil liability, diminished public perception of its security measures, and significantly higher credit card-related costs, each of which could adversely affect PubCo’s business, financial condition, results of operations and cash flows. If PubCo is unable to maintain its chargeback rate or refund rates at acceptable levels, credit card and debit card companies may increase PubCo’s transaction fees or terminate their relationships with PubCo. Any increases in PubCo’s credit card and debit card fees could adversely affect its results of operations, particularly if PubCo elects not to raise its rates for its Premium Service to offset the increase. The termination of PubCo’s ability to process payments on any major credit or debit card would significantly impair its ability to operate its business.

PubCo will be subject to a number of risks related to other payment solution providers.

PubCo will accept payments through various payment solution providers, such as telco integrated billings and prepaid codes vendors. These payment solution providers will provide services to PubCo in exchange for a fee, which may be subject to change. Furthermore, PubCo will rely on their accurate and timely reports on sales and redemptions. If such accurate and timely reports are not being provided, it will affect the accuracy of PubCo’s reports to its licensors, and also affect the accuracy of PubCo’s financial reporting.

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PubCo will face many risks associated with its international expansion, including difficulties obtaining rights to stream music on favorable terms.

PubCo expects to expand its operations into additional international markets. However, offering PubCo’s service in a new geographical area involves numerous risks and challenges. For example, the licensing terms offered by rights organizations and individual copyright owners in countries around the world are currently expensive. Addressing licensing structure and royalty rate issues in any new geographic market will require PubCo to make very substantial investments of time, capital, and other resources, and PubCo’s business could fail if such investments do not succeed. There can be no assurance that PubCo will succeed or achieve any return on these investments.

In addition to the above, continued expansion around the world will expose PubCo to other risks such as:

As a result of these obstacles, PubCo may find it impossible or prohibitively expensive to enter additional markets, or entry into foreign markets could be delayed, which could hinder PubCo’s ability to grow its business.

Emerging industry trends in digital advertising may pose challenges for PubCo’s ability to forecast or optimize its advertising inventory, which may adversely impact PubCo’s Radio Service revenue.

The digital advertising industry is introducing new ways to measure and price advertising inventory. For example, a significant portion of advertisers are in the process of moving from purchasing advertisement impressions based on the number of advertisements served by the applicable ad server to a new “viewable” impression standard (based on number of pixels in view and duration) for select products. In the absence of a uniform industry standard, agencies and advertisers have adopted several different measurement methodologies and standards. In addition, measurement services may require technological integrations, which are still being evaluated by the advertising industry without an agreed-upon industry standard metric. As these trends in the industry continue to evolve, PubCo’s advertising revenue may be adversely affected by the availability, accuracy, and utility of the available analytics and measurement technologies as well as PubCo’s ability to successfully implement and operationalize such technologies and standards.

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Further, the digital advertising industry is shifting to data-driven technologies and advertising products, such as automated buying. These data-driven advertising products and automated buying technologies allow publishers and advertisers to use data to target advertising toward specific groups of users who are more likely to be interested in the advertising message delivered to them. These advertising products and programmatic technologies are currently more developed in terms of advertising technology and industry adoption on the web than they are on mobile or on other software applications, and may not integrate with PubCo’s desktop software version of the Radio Service. Because the majority of PubCo’s Radio Service user hours will occur on mobile devices, if PubCo is unable to deploy effective solutions to monetize the mobile device usage by its Radio Service user base, PubCo’s ability to attract advertising spend, and ultimately its advertising revenue, may be adversely affected by this shift. In addition, PubCo will rely on third-party advertising technology platforms to participate in automated buying, and if these platforms cease to operate or experience instability in their business models, it also may adversely affect PubCo’s ability to capture advertising spend.

PubCo may acquire other companies or technologies, which could divert management’s attention and otherwise disrupt PubCo’s operations and harm PubCo’s operating results. PubCo may fail to acquire companies whose market power or technology could be important to the future success of its business.

PubCo may seek to acquire or invest in other companies or technologies that PubCo believes could complement or expand its service, enhance its technical capabilities, or otherwise offer growth opportunities. Pursuit of future potential business combinations may divert the attention of management and cause PubCo to incur various expenses in identifying, investigating, and pursuing suitable business combinations, whether or not they are consummated. In addition, PubCo has limited experience acquiring and integrating other businesses. PubCo may be unsuccessful in integrating any additional business it may acquire in the future, and it may fail to acquire companies whose market power or technology could be important to the future success of its business.

PubCo also may not achieve the anticipated benefits from any acquired business due to a number of factors, including:

In addition, a significant portion of the purchase price of companies acquired may be allocated to acquired goodwill, which must be assessed for impairment at least annually. In the future, if PubCo’s business combinations do not yield expected returns, PubCo may be required to take charges to its operating results based on this impairment assessment process. Business combinations also could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect operating results. In addition, if an acquired business fails to meet expectations, PubCo’s business, financial condition, results of operations and cash flows may suffer.

PubCo’s operating results may fluctuate, which makes its results difficult to predict.

PubCo’s revenue and operating results could vary significantly from quarter to quarter and year to year because of a variety of factors, many of which will be outside PubCo’s control. As a result, comparing PubCo’s operating results on a period-to-period basis may not be meaningful. In addition to other risk factors discussed herein, factors that may contribute to the variability of PubCo’s quarterly and annual results include:

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Seasonal variations in user and marketing behavior also may cause fluctuations in PubCo’s financial results. PubCo expects to experience some effects of seasonal trends in user behavior due to increased internet usage and sales of streaming service subscriptions and devices during holiday periods. PubCo also may experience higher advertising sales during the fourth quarter of each calendar year due to greater advertiser demand during the holiday season, but also incur greater marketing expenses as PubCo attempts to attract new users to PubCo’s service and convert its users to Subscribers. In addition, expenditures by advertisers tend to be cyclical and are often discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns, and a variety of other factors, many of which will be outside PubCo’s control.

PubCo may require additional capital to support business growth and objectives, and this capital might not be available on acceptable terms, if at all.

PubCo intends to make investments to support its business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance PubCo’s existing service, expand into additional markets around the world, improve PubCo’s infrastructure, or acquire complementary businesses and technologies. Accordingly, PubCo may need to engage in equity and debt financings to secure additional funds. If additional funds are raised through future issuances of equity or convertible debt securities, existing shareholders could suffer additional significant dilution, and any new equity securities issued could have rights, preferences, and privileges superior to those of holders of PubCo Ordinary Shares. Any debt financing PubCo secures in the future also could contain restrictive covenants relating to PubCo’s capital raising activities and other financial and operational matters, which may make it more difficult for PubCo to obtain additional capital and pursue business opportunities. PubCo may not be able to obtain additional financing on terms favorable to it, if at all. If PubCo is unable to obtain adequate financing or financing on terms satisfactory to PubCo when it requires it, PubCo’s ability to support its business growth, acquire or retain users, and to respond to business challenges could be significantly impaired, and PubCo’s business may be harmed.

If currency exchange rates fluctuate substantially in the future, the results of PubCo’s operations, which are reported in Euros, could be adversely affected.

If PubCo expands its international operations, PubCo would become increasingly exposed to the effects of fluctuations in currency exchange rates if its future revenues are not agreed to be provided in Euros. PubCo will incur expenses for employee compensation, rental fees, and other operating expenses in the local currency, with an increasing percentage of PubCo’s international revenue from users who would pay in currencies other than U.S. dollars and Euros. PubCo also will incur royalty expenses primarily in Euros and U.S. dollars, but the corresponding revenues could be generated in local currencies and, as such, the multiple currency conversions would be affected by currency fluctuations, which may result in losses. Fluctuations in the exchange rates between the Euro and other currencies may impact expenses as well as revenue, and consequently have an impact on margin and the reported operating results. This could have a negative impact on PubCo’s reported operating results. PubCo may engage in limited hedging strategies related to foreign exchange risk stemming from its operations. These strategies may include instruments such as foreign exchange forward contracts and options. However, these strategies should not be expected to fully eliminate the foreign exchange rate risk to which PubCo may be exposed.

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The impact of worldwide economic conditions may adversely affect PubCo’s business, financial condition, results of operations and cash flows.

PubCo’s financial performance will be subject to worldwide economic conditions and their impact on levels of advertising spending. Expenditures by advertisers generally tend to reflect overall economic conditions, and to the extent that the economy continues to stagnate, reductions in spending by advertisers could have a material adverse impact on PubCo’s business. Historically, economic downturns have resulted in overall reductions in advertising spending. Economic conditions may adversely impact levels of consumer spending, which could adversely impact the number of users who purchase PubCo’s Premium Service on its website and mobile application.

Consumer purchases of discretionary items generally decline during recessionary periods and other periods in which disposable income is adversely affected. To the extent that overall economic conditions reduce spending on discretionary activities, PubCo’s ability to retain current and obtain new Subscribers could be hindered, which could reduce PubCo’s subscription revenue and negatively impact PubCo’s business. For example, on June 23, 2016, a referendum was held on the United Kingdom’s membership in the EU, the outcome of which was a vote in favor of leaving the EU. The United Kingdom’s vote to leave the EU creates an uncertain political and economic environment in the United Kingdom and potentially across other EU member states, which may last for a number of months or years.

PubCo will face complex taxation regimes in various jurisdictions. Audits, investigations, and tax proceedings could have a material adverse effect on PubCo’s business, financial condition, results of operations and cash flows.

PubCo will be subject to income and non-income taxes in numerous jurisdictions. Income tax accounting often involves complex issues, and judgment will be required in determining PubCo’s worldwide provision for income taxes and other tax liabilities. In particular, most of the jurisdictions in which PubCo will conduct business have detailed transfer pricing rules, which will require that all transactions with non-resident related parties be priced using arm’s length pricing principles within the meaning of such rules. PubCo will be subject to ongoing tax audits in several jurisdictions, and most of such audits may involve transfer pricing issues. PubCo will regularly assess the likely outcomes of these audits in order to determine the appropriateness of PubCo’s tax reserves as well as tax liabilities going forward. In addition, the application of withholding tax, value added tax, goods and services tax, sales taxes and other non-income taxes is not always clear and PubCo may be subject to tax audits relating to such withholding or non-income taxes. PubCo believes that its tax positions are reasonable and its tax reserves will be adequate to cover any potential liability. However, tax authorities in certain jurisdictions may disagree with PubCo’s position, including the propriety of PubCo’s related party arm’s length transfer pricing policies and the tax treatment of corresponding expenses and income. If any of these tax authorities were successful in challenging PubCo’s positions, PubCo may be liable for additional income tax and penalties and interest related thereto in excess of any reserves established therefor, which may have a significant impact on PubCo’s results and operations and future cash flow.

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SPECIAL MEETING OF MMAC STOCKHOLDERS

The Special Meeting

MMAC is furnishing this proxy statement/prospectus to MMAC stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting in connection with the Business Combination Proposal and the Adjournment Proposal. This proxy statement/prospectus provides MMAC stockholders with the information needed to be able to vote or instruct their votes to be cast at the Special Meeting.

Date, Time and Location

The Special Meeting will be held at                , Eastern time, on                , 2019, at                , to vote on each of the Business Combination Proposal and the Adjournment Proposal.

Purpose of the Special Meeting; Proposals to be Considered

At the Special Meeting, MMAC stockholders will be asked to consider and vote upon the following:

Recommendation of the MMAC Board of Directors

The Board:

Record Date; Outstanding Shares; Stockholders Entitled to Vote

The Record Date for the Special Meeting is                , 2019. Record holders of MMAC Common Stock at the close of business on the Record Date are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were                outstanding shares of MMAC Common Stock.

Each share of MMAC Common Stock is entitled to one vote at the Special Meeting.

The issued and outstanding MMAC Rights and MMAC Warrants do not have voting rights and record holders of the MMAC Rights and MMAC Warrants will not be entitled to vote at the Special Meeting.

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Quorum

More than one-half of the total number of shares of MMAC Common Stock outstanding as of the Record Date (a “quorum”) must be represented, either in person or by proxy, in order to transact business at the Special Meeting. Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum. If there is no quorum, a majority of the shares present at the Special Meeting may adjourn the Special Meeting to another date.

Vote Required

The approval of the Business Combination Proposal will require the affirmative vote of a majority of the shares of MMAC Common Stock outstanding on the Record Date. Regardless of their vote for or against the Business Combination Proposal, holders of MMAC Common Stock may exercise their right to require MMAC to redeem their shares for their pro rata portion of the cash from the trust account. However, it is a condition to closing under the Business Transaction Agreement that MMAC has, in the aggregate, not less than $60,000,000 of cash that is available for distribution to Akazoo upon the consummation of the Business Combination. If redemptions by MMAC stockholders result in this closing condition not being satisfied, then Akazoo will not be required to consummate the Business Combination, although such condition may be waived by Akazoo.

For purposes of the Adjournment Proposal, approval requires the affirmative vote of the holders of a majority of the shares of MMAC Common Stock represented in person or by proxy and entitled to vote at the meeting.

Abstentions and Broker Non-Votes

As long as a quorum is established at the Special Meeting, if a MMAC stockholder fails to return a signed proxy card, vote “ABSTAIN” or fails to instruct their broker how they wish their shares to be voted (such failure, a “broker non-vote”), since it is not an affirmative vote in favor of a respective proposal, it: (i) will have the effect of a vote “AGAINST” the Business Combination Proposal; and (ii) will have no effect on the Adjournment Proposal.

Share Ownership of and Voting by MMAC Directors and Executive Officers

As of February 6, 2019, MMAC’s directors and officers beneficially owned the following amounts of MMAC Common Stock. In connection with the Business Transaction Agreement, the directors and officers listed below have agreed to vote “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal. For further information about each MMAC director and officer’s beneficial ownership of MMAC Common Stock, see the section titled “Security Ownership of Certain Beneficial Owners & Management.”

Voting of Shares

Each share of MMAC Common Stock that MMAC stockholders own in their name entitles such stockholder to one vote. Each such stockholder’s proxy card shows the number of shares of MMAC Common Stock that they own.

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There are two ways that MMAC stockholders may vote their shares of MMAC Common Stock:

Revocation of Proxies Proxy; Changing Votes

If MMAC stockholders give a proxy, they may revoke or change it at any time before it is exercised by doing any one of the following:

Solicitation of Proxies; Expenses of Solicitation

This proxy is being solicited on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. MMAC and its respective directors and officers may also solicit proxies in person, by telephone or by other electronic means, and in the event of such solicitations, the information provided will be consistent with this proxy statement/prospectus and enclosed proxy card. These persons will not be paid for doing this. MMAC has retained Morrow Sodali to assist in the solicitation of proxies for a fee of approximately $                , which was paid by MMAC, plus reimbursement for out-of-pocket expenses. MMAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy statement/prospectus materials to their principals and to obtain their authority to execute proxies and voting instructions. MMAC will reimburse them for their reasonable expenses.

Assistance

If MMAC stockholders have any questions about how to vote or direct a vote in respect of their MMAC Common Stock, MMAC stockholders may call Morrow Sodali at                .

Other Business

The Special Meeting has been called only to consider the approval of the Business Combination Proposal and the Adjournment Proposal. Under MMAC’s bylaws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the Special Meeting if they are not included in the notice of the meeting.

Redemption Rights

Pursuant to the MMAC Certificate of Incorporation, any holders of MMAC public shares may elect to redeem their shares of MMAC Common Stock for a per-share redemption price, payable in cash, equal to the Redemption Price. However, MMAC will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

If a redemption election is properly made and the Business Combination is consummated, those MMAC public shares being redeemed, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a per-share price, payable in cash, equal to the Redemption Price. For illustrative purposes, based on funds in the trust account of approximately $                million on                , 2019 and estimated $                in taxes payable, the estimated per share redemption price would have been approximately $                .

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Redemption rights are not available to holders of MMAC Units, MMAC Warrants or MMAC Rights in connection with the Business Combination.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M., EASTERN TIME, ON                 , 2019 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), MMAC STOCKHOLDERS MUST EITHER PHYSICALLY TENDER THEIR STOCK CERTIFICATES TO THE TRANSFER AGENT OR DELIVER THEIR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC SYSTEM, AS DESCRIBED HEREIN. MMAC STOCKHOLDERS SHOULD ENSURE THAT THEIR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN.

In connection with tendering MMAC Common Stock for redemption, MMAC stockholders must elect either to (x) physically tender their MMAC Common Stock certificates to Continental Stock Transfer & Trust Company, MMAC’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York, 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com or (y) deliver their shares of MMAC Common Stock to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which MMAC Stockholders hold their shares. MMAC stockholders must tender their shares in the manner described above prior to 5:00 p.m., Eastern Time, on                     , 2019 (two business days before the Special Meeting) in order to exercise their redemption rights in connection with the Business Combination . The requirement for physical or electronic delivery prior to the vote at the Special Meeting ensures that a redeeming holder’s election is irrevocable once the Business Combination is approved. In furtherance of such irrevocable election, MMAC stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and MMAC’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is MMAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. MMAC does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Shares that have not been tendered in accordance with these procedures prior to the vote on the Business Combination Proposal will not be redeemed for cash held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If a public stockholder delivered its shares for redemption to MMAC’s transfer agent and decides prior to the vote at the Special Meeting not to redeem its shares, such stockholder may request that MMAC’s transfer agent return the shares (physically or electronically). Such a request may be made by contacting MMAC’s transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Business Combination is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be approved. MMAC anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

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If properly demanded, and if the Business Combination is approved, MMAC will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account two business days prior to such approval, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. As of the date of the Special Meeting, this amount is expected to be approximately $                per share.

If MMAC stockholders exercise their redemption rights, their shares of MMAC Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive the per-share redemption price. Such MMAC stockholders will no longer own those shares. MMAC stockholders will be entitled to receive cash for these shares only if they properly demand redemption and tender their shares to MMAC’s transfer agent prior to 5:00 p.m. Eastern Time on                , 2019 (two business days before the Special Meeting). MMAC anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination Proposal would receive payment of the redemption price for such shares soon after the consummation of the Business Combination.

MMAC has no specified maximum redemption threshold under the MMAC Certificate of Incorporation. It is a condition to closing under the Business Transaction Agreement, however, that MMAC has, in the aggregate, not less than $60.0 million of cash that is available for distribution upon the consummation of the Business Combination. If redemptions by MMAC public stockholders cause MMAC to be unable to meet this closing condition, then Akazoo will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition. In the event that Akazoo waives this condition, MMAC does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights.

Prior to exercising redemption rights, stockholders should verify the market price of MMAC Common Stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. No assurance can be made that MMAC stockholders will be able to sell their shares of MMAC Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in MMAC Common Stock when MMAC stockholders wish to sell their shares.

Holders of outstanding MMAC Units must separate the underlying public shares, MMAC Warrants and MMAC Rights prior to exercising redemption rights with respect to the public shares. If MMAC Units are registered in a holder’s own name, the holder must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into their individual component parts. This must be completed far enough in advance to permit the mailing of the public share certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the public shares from the MMAC Units.

If a broker, dealer, commercial bank, trust company or other nominee holds MMAC Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s MMAC Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of MMAC Units to be separated and the nominee holding such units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of shares of MMAC Common Stock, MMAC Warrants and MMAC Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the public shares from the MMAC Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their public shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

If the Business Combination is not approved and MMAC does not otherwise consummate an initial business combination by June 17, 2019, and that date is not otherwise extended by MMAC’s stockholders, MMAC would be required to dissolve and liquidate, and all MMAC Warrants and MMAC Rights would expire worthless.

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PROPOSAL I

APPROVAL OF THE BUSINESS TRANSACTION AGREEMENT AND THE BUSINESS COMBINATION

The discussion in this proxy statement/prospectus of the Business Combination Proposal and the principal terms of the Business Transaction Agreement, dated as of January 24, 2019, by and among MMAC, Akazoo, LuxCo and PubCo and the associated agreements are subject to, and are qualified in their entirety by reference to, the Business Transaction Agreement, which is attached as “Annex A” to this proxy statement/prospectus and is incorporated in this proxy statement/prospectus by reference.

General Description of the Business Combination

On January 24, 2019, MMAC, Akazoo, LuxCo and PubCo entered into the Business Transaction Agreement pursuant to which MMAC and Akazoo will combine their businesses as described below. Pursuant to the Business Transaction Agreement, the Business Combination will be effected in three steps: (i) MMAC will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Merger”); (ii) LuxCo will acquire the entire issued share capital of Akazoo in consideration for issuing ordinary shares of LuxCo to the Akazoo shareholders (the “Share Exchange”) and (iii) LuxCo will then merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Luxembourg Merger”). After these transactions, stockholders of MMAC and equityholders of Akazoo will hold PubCo Ordinary Shares.

It is anticipated that, upon the consummation of the Business Combination, MMAC’s existing stockholders, including the sponsor, will hold an ownership interest of approximately 44% of the issued and outstanding PubCo Ordinary Shares, and the Akazoo equityholders will own an ownership interest of approximately 56% of the issued and outstanding PubCo Ordinary Shares. These relative percentages assume that none of MMAC’s existing public stockholders exercise their redemption rights, as discussed herein. These percentages also do not include any exercise or conversion of (i) MMAC Warrants or (ii) options or other convertible securities issued by Akazoo. If any of MMAC’s existing public stockholders exercise their redemption rights, the percentage ownership of MMAC’s existing stockholders will be lower. You should read “The Business Transaction Agreement — Consideration to be Received in the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

Effects of the Business Combination

Upon the consummation of the Business Combination, MMAC will cease its separate corporate existence and MMAC stockholders will become shareholders of PubCo. MMAC Common Stock, MMAC Units, MMAC Warrants and MMAC Rights will be delisted from NASDAQ and will cease public trading. PubCo intends to apply for listing of the PubCo Ordinary Shares and PubCo Warrants on the NASDAQ Stock Market, but it cannot be assured that a regular trading market will develop in the PubCo Ordinary Shares or PubCo Warrants.

Upon the consummation of the Business Combination, Akazoo will become a wholly owned subsidiary of PubCo and Akazoo equityholders will become shareholders of PubCo. Following the Business Combination, Apostolos N. Zervos will serve as the Chief Executive Officer of PubCo and Pierre Schreuder will serve as the Chief Financial Officer of PubCo. Lewis Dickey, Jr., will serve as a Director on the PubCo Board and as the non-executive Chairman of the PubCo Board. PubCo will continue to operate the business of Akazoo.

Treatment of MMAC Warrants and MMAC Rights

In connection with the consummation of the Business Combination, the holders of MMAC Warrants issued and outstanding immediately prior to effective time of the Merger will receive one PubCo Warrant, in exchange for each MMAC Warrant (or portion thereof) held by them. The PubCo Warrants will have and will be subject to substantially the same terms and conditions set forth in the MMAC Warrants.

Immediately prior to the consummation of the Merger, each MMAC Right issued and outstanding immediately prior to the effective time of the Merger will be automatically converted into one-tenth (1/10) of one share of MMAC Common Stock for each MMAC Right.

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Exchange of Shares in the Business Combination

In connection with the Business Combination, the Akazoo equityholders will exchange their shares of equity, convertible loan notes and options in Akazoo for ordinary shares, convertible loan notes and options in LuxCo at the rate determined according to the agreement effecting the Share Exchange. Each LuxCo ordinary share will be then exchanged for one PubCo Ordinary Share in the Luxembourg Merger according to a formula set out in the Business Transaction Agreement.

If MMAC stockholders approve the Business Combination Proposal and the parties consummate the Business Combination, the holders of MMAC Common Stock issued and outstanding immediately prior to the effective time of the Merger (including shares that were automatically issued to holders of MMAC Rights pursuant to the conversion of such rights immediately prior to the Merger but excluding any redeemed shares), will receive one PubCo Ordinary Share in exchange for each share of MMAC Common Stock held by them.

Board of Directors and Executive Officers Following the Business Combination

The Shareholders’ Agreement entered into in connection with the Business Transaction Agreement provides that, upon the consummation of the Business Combination, the PubCo Board will be comprised of no more than seven directors. Of those directors, one individual will be designated by certain of Akazoo’s investor shareholders (Tosca Penta Music Limited Partnership and InternetQ Group Limited), who need not be independent, one individual designated by certain MMAC stockholders (either Modern Media Sponsor, LLC, or if such entity is dissolved prior to the closing of the Business Combination, MIHI LLC and Modern Media LLC), who need not be independent, and one individual designated by certain management shareholders (including Mr. Zervos), who must be independent, pursuant to the rules of the NASDAQ Capital Market.

For a period of three years following entry into the Shareholders’ Agreement, Lewis W. Dickey, Jr. will serve as the non-executive Chairman of the PubCo Board and a member of the PubCo Board. Mr. Zervos will serve as the initial Chief Executive Officer and an initial member of the PubCo Board. Pierre Schreuder will serve as the initial Chief Financial Officer. At all times during the term of the Shareholders’ Agreement, the shareholder parties will cause the majority of the PubCo Board to be comprised of independent directors.

It is anticipated that pursuant to these nomination rights, Lewis W. Dickey, Jr., Apostolos N. Zervos and Panagiotis Dimitropoulos will initially serve on the PubCo Board, along with four other individuals to be named pursuant to the nomination rights discussed above.

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Background of the Business Combination

The terms of the Business Transaction Agreement are the result of arms’ length negotiations between representatives of MMAC and Akazoo. The following is a brief discussion of the background of these negotiations, and of the parties’ development of the Business Combination.

On May 17, 2017, MMAC consummated its IPO of 20,700,000 MMAC Units, which included the underwriters’ full exercise of their over-allotment option. IPO transaction costs amounted to $12,309,271, consisting of $3,600,000 of underwriting fees, $7,785,000 of deferred underwriting fees payable (referred to as “deferred underwriting commissions”) (which are held in the trust account) and $924,271 of IPO costs.

Following the closing of the IPO, $209,070,000 ($10.10 per unit) of the net proceeds from the sale of the MMAC Units and the private placement warrants was placed in a trust account and has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in an open-ended investment company that holds itself out as a money market fund selected by MMAC meeting certain conditions under Rule 2a-7 of the Investment Company Act, and will remain in the trust account until the earlier of: (i) the consummation of an initial business combination or (ii) the distribution of the trust account, as described below.

After the IPO, MMAC’s officers and directors commenced an active search for prospective businesses or assets to acquire in its initial business combination.

Representatives of MMAC were contacted by numerous individuals and entities who offered to present ideas for acquisition opportunities, including financial advisors and other members of the financial, entertainment, media and technology communities. MMAC’s officers and directors and their affiliates also brought to MMAC’s attention target merger candidates.

During the twelve months following the IPO, MMAC, primarily through Mr. Dickey and representatives of Macquarie, on behalf of the sponsor, reviewed more than 125 acquisition opportunities across the media, marketing and entertainment industries, and entered into 49 non-disclosure agreements. The representatives of MMAC entered into extended discussions with more than 25 potential target businesses or their representatives, including (i) a professional sports team, (ii) a talent management business, (iii) an emerging markets media platform, (iv) an independent music label, (v) an online lead generation company, (vii) a healthcare-focused marketing company, (vii) an advertising agency, (viii) an entertainment and media company and (ix) a marketing services company. MMAC ultimately determined to abandon each of its other potential acquisition opportunities either because (i) the target decided to pursue an alternative transaction or strategy or (ii) MMAC concluded that the target business would not be a suitable acquisition for MMAC.

Representatives of MMAC, primarily through Mr. Dickey and representatives of Macquarie, on behalf of the sponsor, began discussions with Akazoo regarding a potential transaction in June 2018, with a nondisclosure agreement signed on June 14, 2018.

On June 22, 2018, Mr. Dickey and representatives of Macquarie, on behalf of the sponsor, held a conference call with representatives from Akazoo – including Mr. Zervos –to engage in a financial due diligence discussion and to discuss the merits of Akazoo as a potential merger candidate for MMAC. Considerations included Akazoo’s rapid historic and projected growth, its potential attractiveness as a public company and the favorable demographic and economic trends in Akazoo’s target markets. MMAC also began to undertake a more detailed analysis, and began to conduct due diligence on Akazoo, including conducting research on emerging markets’ music industries, including reviewing materials provided by Akazoo, evaluating Akazoo’s competitive positioning and assessing general economic and demographic trends. MMAC’s due diligence included consultation with independent experts as well as a review of various research reports and studies on the music streaming market.

In July 2018, MMAC and Akazoo began discussing potential transaction terms and reached a preliminary agreement on the terms and conditions of a potential transaction between the parties.

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Throughout July 2018, MMAC continued to conduct its ongoing due diligence on Akazoo. Several teleconferences were held between representatives of Akazoo, including Messrs. Zervos and Schreuder, and representatives of MMAC, including Mr. Dickey, to review Akazoo’s strategic, marketing and operations plans, and management forecasts. During this time, Akazoo also shared various materials with MMAC, and MMAC and its advisors reviewed such materials, including certain material contracts of Akazoo.

On August 2 and 3, 2018, Messrs. Zervos and Schreuder met with Mr. Dickey and representatives of Macquarie, on behalf of the sponsor, at Macquarie’s offices in New York City. The meetings included a detailed review of Akazoo’s operations, business plan and financial model, and a discussion about the potential structure and process for a possible transaction.

Between August 3 and October 25, 2018, MMAC and Akazoo were in frequent communication, through email and teleconferences. Topics and matters discussed were focused primarily on MMAC’s ongoing due diligence, including with respect to Akazoo’s business plan and management forecasts.

In late October 2018, MMAC and Akazoo reached a preliminary agreement on general terms and executed a non-binding Letter of Intent (the “Letter of Intent”), which set forth revised terms and conditions of the proposed transaction. MMAC, together with its advisors, began analyzing various possible transaction structures to effect the potential business combination and discussed such possibilities with MMAC management.

On November 2, 2018, MMAC filed a Current Report on Form 8-K with the SEC disclosing that MMAC had entered into the Letter of Intent, which pursuant to the provisions of MMAC’s second amended and restated certificate of incorporation, resulted in MMAC having until February 17, 2019 to consummate its business combination.

From November 5 through November 7, 2018, Mr. Dickey and a representative of Macquarie, travelled to Greece and London to conduct on-site due diligence and to meet with other members of Akazoo’s management team, employees and other stakeholders.

On November 9, 2018, at the end of a regularly scheduled meeting of the Board’s Audit Committee, Mr. Dickey updated the members of the Audit Committee (who constituted the remaining three members of the Board) on the status of the negotiations with Akazoo, the status of previous discussions with certain of the other potential transaction partners that had been terminated or abandoned, an assessment of Akazoo based on the business and legal due diligence conducted to date, and the proposed structure and timing for a potential transaction with Akazoo.

In November 2018, Jones Day, legal counsel for MMAC, began drafting pertinent transaction documents and distributed an initial draft of the Business Transaction Agreement to Akazoo and its advisors on November 14, 2018. During the period from November 14, 2018 through January 23, 2019, Jones Day and Loeb & Loeb LLP, U.S. legal counsel to Akazoo, as well as Phanar Legal, U.K. counsel to Akazoo, and Arendt and Medernach SA, Luxembourg counsel to Akazoo, exchanged drafts and revisions of the Business Transaction Agreement, and the related transaction agreements, and engaged in negotiations with respect to the structure, terms and conditions of the Business Combination and the corporate governance structure of PubCo after completion of the transaction.

From November 26 through December 4, 2018, Messrs. Zervos and Schreuder held various meetings with MMAC and its advisors at Macquarie’s offices in New York to finalize MMAC’s due diligence, to develop an investor presentation, and to prepare for potential meetings with potential investors.

On December 6, 7 and 10, 2018, Messrs. Dickey, Zervos and Schreuder, together with representatives of Macquarie, engaged in discussions with certain institutional investors on a confidential basis pursuant to non-disclosure agreements to discuss potential interest by prospective investors and financing sources in the potential transaction.

On December 14, 2018, the Board held a meeting by teleconference. At this meeting, Mr. Dickey and representatives of Macquarie updated the Board on the negotiations with Akazoo, on the continuing due diligence process, and on the proposed structure and timing for the potential business combination with Akazoo.

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From December 24, 2018 until January 24, 2019, MMAC and its counsel continued to work closely with Akazoo and its counsels, including holding conference calls to update the parties on progress with respect to draft transaction documents, MMAC’s due diligence and other outstanding issues.

On January 3, 2019, the Board held a telephone board meeting, with all board members present, as well as representatives of Jones Day and Macquarie. The purpose of the meeting was to review the status of the discussions with Akazoo and the latest drafts of the documents and agreements concerning the Akazoo transaction, including the Business Transaction Agreement and related documents, to review and discuss Akazoo’s financial models and forecasts, and to discuss timing of the Business Combination relative to MMAC’s planned special meeting of stockholders to vote to extend the deadline by which MMAC must complete a business combination.

On January 7, 2019, the Board met again by teleconference, with all board members present, along with representatives of Macquarie and Jones Day. Mr. Dickey and representatives of Macquarie reviewed the financial and business due diligence reports and updated the Board on the prospective transaction, its structure, and prospects. After considerable review and discussion, the Business Transaction Agreement and related documents and agreements were unanimously approved by those directors participating in the vote, subject to final negotiations and modifications of the documents, and the Board determined to recommend the approval of the Business Transaction Agreement to MMAC’s stockholders. The Board also concluded that the fair market value of Akazoo was equal to at least 80% of the funds held in the trust account. Over the next two weeks, the final terms of all ancillary agreements were completed.

On January 22, 2019, the board of directors of Akazoo met by teleconference with all board members present, including Mr. Zervos and two directors representing the two major shareholders of Akazoo. Mr. Schreuder was also invited to the meeting. At that meeting, Messrs. Zervos and Schreuder reported to the whole board of directors of Akazoo that the negotiations in relation to the Business Combination and the terms of the Business Transaction Agreement and its related documents, including the Shareholders’ Agreement, had been concluded. The directors of Akazoo then proceeded to finally review the key terms of each of the documents effecting the Business Combination, resolved to approve the documents and authorized any of the directors to execute them for and on behalf of Akazoo and LuxCo (as a company in formation under Luxembourg law). The directors of Akazoo also noted that the two directors representing Akazoo’s major shareholders had approved the Business Combination and each of the Business Transaction Agreement and related agreements for and on behalf of the major shareholders of Akazoo as required under the shareholders’ agreement between Akazoo and its shareholders. Finally, the board of directors of Akazoo approved the publication of a press release jointly with MMAC in relation to the execution of the Business Transaction Agreement, and the investor presentation and authorized Mr. Zervos to finalize the documents.

Following completion of all agreements and documents to be executed or delivered in connection with signing, the Business Transaction Agreement and certain related agreements were executed by all parties on January 24, 2019. Also on January 24, 2019, MMAC issued a press release announcing the execution of the Business Transaction Agreement and a webcast was posted on Akazoo’s website containing an the investor presentation that featured Messrs. Dickey, Zervos and Schreuder.

On January 25, 2019, MMAC filed with the SEC a Current Report on Form 8-K announcing the execution of the agreement and disclosing the key terms of the Business Combination in detail.

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MMAC’s Reasons for the Business Combination and Recommendation of MMAC’s Board

On January 7, 2019, the Board unanimously (i) approved the Business Transaction Agreement and the Business Combination contemplated thereby, (ii) determined that the Business Combination is in the best interest of MMAC and its stockholders, (iii) directed management, together with MMAC’s legal counsel, to complete ongoing confirmatory due diligence and finalize all ancillary documents and agreements, (iv) directed that the Business Transaction Agreement be submitted to MMAC’s stockholders for approval and adoption, and (v) recommended that MMAC’s stockholders approve and adopt the Business Transaction Agreement.

Before reaching its decision, the Board reviewed the results of management’s due diligence, which included:

The Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision.

In the prospectus for MMAC’s IPO, MMAC identified the following general criteria and guidelines that it believed would be important in evaluating prospective target businesses. MMAC indicated its intention to acquire companies that meet the following criteria or guidelines:

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In considering the Business Combination, the Board concluded that Akazoo met all of the above criteria. In particular, the Board considered the following positive factors, although not weighted or in any order of significance:

The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

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The Board concluded that the potential benefits that it expected MMAC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board unanimously determined that the Business Transaction Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, MMAC and its stockholders.

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Interests of MMAC Directors and Officers in the Business Combination

In considering the recommendation of the Board to vote for the proposals to approve and adopt the Business Transaction Agreement and the Business Combination, MMAC stockholders should be aware that certain members of the Board have agreements or arrangements that provide them with interests in the Business Combination that differ from, or are in addition to, those of MMAC stockholders generally. In particular:

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Interests of Certain Akazoo Directors and Officers in the Business Combination

In considering the recommendation of the Board to vote for the proposals to approve and adopt the Business Transaction Agreement and the Business Combination, MMAC stockholders should be aware that certain members of Akazoo’s Board of Directors and officers have agreements or arrangements that provide them with interests in the Business Combination that differ from, or are in addition to, those of Akazoo stockholders generally. In particular:

Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with IFRS.

Regulatory Approvals Required for the Business Combination

MMAC and Akazoo do not expect that the Business Combination will be subject to any state or federal regulatory requirements other than filings under applicable securities laws and the effectiveness of the registration statement of PubCo of which this proxy statement/prospectus is part. MMAC and Akazoo intend to comply with all such requirements. MMAC does not believe that, in connection with the completion of the Business Combination, any consent, approval, authorization or permit of, or filing with or notification to, any acquisition control authority will be required in any jurisdiction.

Listing of PubCo Ordinary Shares and Delisting and Deregistration of MMAC Common Stock

The MMAC Units, MMAC Common Stock, MMAC Rights and MMAC Warrants are currently listed on the NASDAQ Capital Market under the symbols “MMDMU,” “MMDM,” “MMDMR” and “MMDMW,” respectively.

Immediately prior to the consummation of the Merger, the MMAC Units will separate into their individual component parts and will cease separate trading and each outstanding MMAC Right will be automatically converted into one-tenth (1/10) of one share of MMAC Common Stock. Upon the consummation of the Merger, (i) outstanding shares of MMAC Common Stock (including shares that were automatically issued to holders of MMAC Rights pursuant to the conversion of such rights immediately prior to the Merger but excluding any redeemed shares) will be converted into PubCo Ordinary Shares, (ii) outstanding MMAC Warrants will be converted into PubCo Warrants and (iii) MMAC Common Stock, MMAC Warrants and MMAC Rights will be delisted from NASDAQ.

PubCo intends to apply for the listing of PubCo Ordinary Shares and PubCo Warrants on the NASDAQ Stock Market under the symbols “SONG” and “SONGW,” respectively. It cannot assured that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing on NASDAQ.

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Required Vote

The approval of the Business Combination Proposal requires the affirmative vote of at least a majority of the shares of MMAC Common Stock outstanding as of the Record Date. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal.

Satisfaction of 80% Requirement

MMAC represented in the prospectus relating to its IPO that the business acquired in its initial business combination would have a fair market value equal to at least 80% of its net assets at the time of the transaction, including the funds held in the trust account. Based on a financial analysis by the Board in evaluating and approving the Business Combination, the Board determined that the Business Combination meets this requirement.

The terms of the Business Combination were determined based upon arms-length negotiations between MMAC and Akazoo, with whom MMAC had no prior dealings. Under the circumstances, the Board believes that the total consideration for the Business Combination appropriately reflects the fair market value of Akazoo. In light of the financial background and experience of several members of MMAC’s management and Board, the Board also believes it is qualified to determine whether the Business Combination meets this requirement.

Appraisal Rights

Under Delaware law, MMAC stockholders are not entitled to appraisal rights for their shares in connection with the Business Combination.

Recommendation

The foregoing discussion of the information and factors considered by the Board is not meant to be exhaustive, but includes the material information and factors considered by the Board. After careful consideration, the Board has determined unanimously that the Business Combination Proposal is fair to, and in the best interests of, MMAC and its stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

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