UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report ~~the~~(Date ~~Securities~~of ~~Exchange~~earliest ~~Act~~event ofreported): ~~1934~~December 1, 2022

~~Date~~The ofMusic ~~report~~ Acquisition Corporation (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): November~~specified ~~28,~~in ~~2022~~its charter)

The Music Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-39985		85-3819449
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9000 W. Sunset Blvd #1500 Hollywood, CA		90069
(Address of principal executive offices)		(Zip Code)

(747) 203-7219 (Registrant’s telephone number, including area code)

Not Applicable (~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including area~~if ~~code~~changed since last report)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	TMAC.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	TMAC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement

The ~~Music~~information ~~Acquisition~~contained ~~Corporation (the “Company”), a Delaware corporation, entered into (a) that certain promissory note, dated as of February 25, 2022,~~ in ~~favor~~Item of8.01 ~~Neil Jacobson, the Company’s Chief Executive Officer (the “CEO”) in the principal amount~~ of upthis toCurrent ~~$250,000~~Report ~~(the~~on ~~“Neil~~Form ~~Jacobson~~8-K ~~Promissory~~with ~~Note”),~~respect ~~pursuant~~ to ~~which~~ the ~~Company~~termination ~~borrowed an aggregate~~ of ~~$250,000 on an interest free basis (the “Neil Jacobson Promissory Note Obligation”) and (b) that~~ certain ~~promissory~~material ~~note,~~agreements ~~dated~~is asincorporated ofby ~~February~~reference ~~25, 2022,~~ in ~~favor~~this ofItem Todd Lowen, the Company’s Chief Financial Officer and Chief Operating Officer (the “CFO” or “COO”) in the principal amount of up to $250,000 (the “Todd Lowen Promissory Note” and together with the Neil Jacobson Promissory Note, the “Promissory Notes”), pursuant to which the Company borrowed an aggregate of $250,000 on an interest free basis (the “Todd Lowen Promissory Note Obligation” and together with the Neil Jacobson Promissory Note Obligation, the “Promissory Note Obligations”)1.02.

~~The~~Item ~~Company,~~8.01 ~~CEO~~Other and CFO paid and satisfied the Promissory Notes and cancelled the Promissory Note Obligations in consideration for the Company’s issuance of 25,000 shares of Class B Common Stock (the “Conversion Shares”) to each of the CEO and CFO, respectively, and subject to the conditions set forth in (i) that certain Note Conversion and Stock Purchase Agreement entered into by and between the Company and the CEO (the “Neil Jacobson Note Conversion and Stock Purchase Agreement”) and (ii) that certain Note Conversion and Stock Purchase Agreement entered into by and between the Company and the CFO (the “Todd Lowen Note Conversion and Stock Purchase Agreement” and together with the Neil Jacobson Note Conversion and Stock Purchase Agreement, the “Note Conversion and Stock Purchase Agreements”), each dated as of November 28, 2022Events.

~~Item~~In ~~3.02~~connection ~~Unregistered~~with ~~Sales~~The Music Acquisition Corporation’s (the “Company”) initial public offering (the “IPO”), the Company filed a Form 8-K on February 5, 2021 announcing the entry into the following agreements, among others, forms of ~~Equity~~which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-252152) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 15, 2021 (as amended, the “Registration Statement”):

~~The~~● ~~information~~A ~~set~~Warrant ~~forth in~~Agreement, ~~Item~~dated ~~1.02~~February ~~above~~2, ~~regarding~~2021, ~~the Note Conversion and Stock Purchase Agreements is incorporated herein~~ by ~~reference. In connection with the Note Conversion~~ and ~~Stock~~between ~~Purchase Agreements, on November 28, 2022,~~ the Company ~~issued~~and anContinental ~~aggregate of 16,310 shares of Class B Common~~ Stock ~~(collectively,~~Transfer ~~the~~& ~~“Additional~~Trust ~~Shares”)~~Company, inas ~~consideration~~warrant ofagent ~~the payment of $163,100 in cash~~ (the “~~Aggregate Purchase~~Warrant ~~Price~~Agreement”). The issuance and sale of such securities and the Conversion Shares were exempt from registration under the Securities Act pursuant to Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereof as a transaction by the Company not involving any public offering.;

~~Item~~● ~~5.07~~A ~~Submission~~Letter ofAgreement, ~~Matters~~dated toFebruary a2, ~~Vote~~2021, ofby ~~Security~~and ~~Holders~~among the Company, its officers, its directors and the Company’s sponsor (the “Sponsor”), Music Acquisition Sponsor, LLC (the “Letter Agreement”); and

On● ~~November~~A ~~30,~~Registration ~~2022,~~Rights the Company held a special meeting of stockholders (the “Special Meeting”) in connection with a proposed amendment to its amended and restated certificate of incorporation to change the date by which it must consummate an initial business combinationAgreement, asdated ~~described~~February ~~in the proxy statement filed by the Company with the SEC on November 3~~2, ~~2022 (the “Proxy Statement”). Present at the Special Meeting were holders of 23~~2021,~~945,950~~ ~~of the Company’s common stock (the “Common Stock”) virtually or~~ by ~~proxy,~~and ~~representing~~between ~~83.29% of~~ the ~~voting power of the Common Stock as of October 31~~Company, ~~2022,~~its ~~the~~directors ~~record date for the Special Meeting (the “Record Date”),~~ and ~~constituting a quorum for~~ the ~~transaction~~Sponsor ~~of business. As of the Record Date, there were 28,750,000 shares of Common Stock issued and outstanding, consisting of 23,000,000 shares of Class A common stock, par value $0.0001~~ (the “~~Class~~Registration ARights ~~Common Stock~~Agreement”)~~, and 5,750,000 shares of Class B common stock~~.

The Company filed a Form 8-K on December 1, 2022 announcing, among other things, the voting results of the special meeting of stockholders (the “Special Meeting”) held on November 30, 2022. At the Special Meeting, the Company’s stockholders approved an amendment to the ~~Charter~~Company’s ~~Amendment~~amended ~~Proposal,~~and restated ~~the~~certificate ~~Trust~~of ~~Amendment~~incorporation ~~Proposal~~to ~~and~~change the ~~Auditor~~date ~~Ratification~~by ~~Proposal,~~which inthe ~~each~~Company ~~case~~must asconsummate ~~defined~~its ~~and described~~initial inbusiness ~~greater~~combination ~~detail~~to inDecember 1, ~~the~~2022 ~~Proxy~~and ~~Statement.~~approved ~~The~~an ~~Adjournment~~amendment ~~Proposal,~~to aschange ~~defined~~the ~~and~~date ~~described~~on inwhich ~~greater~~the ~~detail~~trustee inmust commence liquidation of the ~~Proxy~~trust account. In connection ~~Statement,~~with ~~was~~the ~~not~~full ~~presented~~liquidation toof the Company’s ~~stockholders~~trust asaccount, the ~~Charter~~Warrant ~~Amendment Proposal~~Agreement, ~~the~~Letter ~~Trust~~Agreement ~~Amendment Proposal~~ and the ~~Auditor~~ ~~Ratification~~Registration ~~Proposal~~Rights ~~each~~Agreement terminated ~~received~~in aaccordance ~~sufficient~~with ~~number~~their ofrespective ~~votes~~terms ~~for~~on ~~approval~~December 2, 2022.

On December 5, 2022, the Company issued a press release to announce that its trust account established in connection with the Company’s IPO has been liquidated and that 22,367,351 of the Company’s outstanding shares of Class A common stock (“public shares”) were submitted to the Company’s transfer agent, Continental Stock Transfer & Trust Company, and were redeemed on December 1, 2022 at a price of approximately $10.05 per share. As of December 2, 2022, an additional 632,649 public shares were delivered to the Company’s transfer agent and were redeemed on December 2, 2022 at the same redemption price. Trading of the Company’s public shares on the New York Stock Exchange were suspended before market open on December 2, 2022. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. The Company’s initial stockholders, officers and directors have waived their right to receive distributions with respect to their common stock issued in connection with the Company’s IPO.

~~Set~~Item ~~forth~~9.01. ~~below~~Financial ~~are~~Statements ~~the~~and ~~final voting results for all the proposals presented at the Special Meeting:~~Exhibits.

~~The~~(d) ~~Charter Amendment Proposal~~Exhibits.

The proposal to adopt an amendment to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate its initial business combination was approved. The voting results were as follows:

Exhibit No.		Description
99.1		Press release, dated December 5, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

For		Against		Abstentions		Broker Non-Vote
21,170,595		54		103		2,775,198

~~The Trust Amendment Proposal~~ SIGNATURE

~~The~~Pursuant ~~proposal~~ to ~~amend~~ the ~~Company’s investment~~requirements ~~management~~of ~~trust~~the ~~agreement~~Securities toExchange ~~change~~Act of 1934, the ~~date~~registrant onhas ~~which~~duly ~~the~~caused ~~trustee~~this ~~must~~report ~~commence~~to ~~liquidation~~be ofsigned ~~the~~on ~~trust~~its ~~account~~behalf ~~was~~by ~~approved.~~the ~~The~~undersigned ~~voting~~hereunto ~~results~~duly ~~were as follows:~~authorized.

For		Against	Abstentions	Broker Non-Vote
	THE MUSIC ACQUISITION CORPORATION
21,170,695		54	3	2,775,198
	By:	/s/ Neil Jacobson
		Name: Neil Jacobson
		Title: Chief Executive Officer
Date: December 5, 2022

~~The Auditor Ratification Proposal~~2

The proposal to ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved. The voting results were as follows:

For		Against		Abstentions		Broker Non-Vote
23,433,111		0		512,839		0

Stockholders holding 22,367,351 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $224,698,655.36 (approximately $10.05 per share) will be removed from the Company’s trust account to pay such stockholders.

Item 7.01 Regulation FD Disclosure.

On December 1, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release, dated December 1, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MUSIC ACQUISITION CORPORATION By: /s/ Neil Jacobson Name: Neil Jacobson Title: Chief Executive Officer

Date: December 1, 2022

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