UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 20-F










| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------



OR



| ̈ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



| | For the fiscal year ended _________
| | -----------------------------------



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------



| | for the transition period from __________ to ___________
| | --------------------------------------------------------



OR



|x | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------------------



| | Date of event requiring this shell company report:
September 11, 2019
| | ---------------------------------------------------------------------



Commission File Number: 001-39042



Akazoo S.A.

(Exact name of Registrant as specified
in its charter)










Grand Duchy of Luxembourg

(Jurisdiction of incorporation)



19 Rue de Bitbourg

L-1273, Luxembourg

Grand Duchy of Luxembourg

(address of principal executive offices)










Apostolos N. Zervos

Chief Executive Officer

96 Kensington High Street

W8 4SG, London

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)










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



|Title of Each Class                               |  | Trading
    Symbol |  | Name of Each Exchange on Which Registered
|------------------------------------------------- |  | ------------------ |  | -----------------------------------------
|Ordinary Shares, nominal value of €0.01 per share |  | SONG               |  | NASDAQ Capital market                    
|Warrants to purchase Ordinary Shares              |  | SONGW              |  | NASDAQ Capital market                    



Securities registered or to be registered
pursuant to Section 12(g) of the Act:  ̈



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:  ̈



On September 12, 2019, the registrant had 49,635,191 ordinary
shares outstanding.



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x



If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.     Yes   ̈    No   ̈



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes  x    No   ̈



Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x    No   ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer | x | Non-accelerated filer |  ̈ | Emerging growth company | x
|----------------------- | - | ----------------- | - | --------------------- | - | ----------------------- | -



If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, 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.
  ̈



Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:



|U.S. GAAP   ̈ |  | International Financial Reporting Standards
        as issued
        by the International Accounting Standards
        Board  x |  | Other   ̈
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------- |  | --------



If “Other” has been checked in response to the previous
question indicate by check mark which financial statement item the registrant has elected to follow.    Item 17   ̈    Item 18   ̈



If this is an annual report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No   ̈




















|TABLE OF CONTENTS                                                                         |   
|----------------------------------------------------------------------------------------- | --
|                                                                                          |   
|PART I                                                                                    |   
|                                                                                          |   
|Certain Information                                                                       | 3 
|Note on Presentation                                                                      | 4 
|Forward-looking Statements                                                                | 5 
|Item 1. Identity of Directors, Senior Management and Advisers                             | 7 
|Item 2. Offer Statistics and Expected Timetable                                           | 8 
|Item 3. Key Information                                                                   | 9 
|Item 4. Information on the Company                                                        | 10
|Item 5. Operating and Financial Review and Prospects                                      | 11
|Item 6. Directors, Senior Management and Employees                                        | 12
|Item 7. Major Shareholders and Related Party Transactions                                 | 15
|Item 8. Financial Information                                                             | 16
|Item 9. The Offer and Listing                                                             | 16
|Item 10. Additional Information                                                           | 16
|Item 11. Quantitative and Qualitative Disclosures about Market Risk                       | 26
|Item 12. Description of Securities Other than Equity Securities                           | 26
|                                                                                          |   
|PART II                                                                                   |   
|                                                                                          |   
|Item 13. Defaults, Dividend Arrearages and
    Delinquencies                              | 27
|Item 14. Material Modifications to the Rights of
    Security Holders and Use of Proceeds | 27
|Item 15. Controls and Procedures                                                          | 27
|Item 16. (Reserved)                                                                       | 27
|Item 16A. Audit Committee Financial Expert                                                | 27
|Item 16B. Code of Ethics                                                                  | 27
|Item 16C. Principal Accountant Fees and
    Services                                      | 27
|Item 16D. Exemptions from the Listing Standards for
    Audit Committees                  | 27
|Item 16E. Purchases of Equity Securities by the Issuer
    and Affiliated Purchasers      | 27
|Item 16F. Change in Registrant's Certifying
    Accountant                                | 28
|Item 16G. Corporate Governance                                                            | 28
|Item 16H. Mine Safety Disclosure                                                          | 28
|                                                                                          |   
|PART III                                                                                  |   
|                                                                                          |   
|Item 17. Financial Statements                                                             | 29
|Item 18. Financial Statements                                                             | 29
|Item 19. Exhibits                                                                         | 30
|                                                                                          |   
|Signatures                                                                                | 31





2









Certain Information



In this Shell Company Report on Form 20-F (the “Report”),
unless otherwise indicated, “Akazoo,” “we,” “us,” “our,” or “Company”
refers to Akazoo S.A. (formerly known as Modern Media Acquisition Corp. S.A.), a company organized under the laws of Luxembourg.



Modern Media Acquisition Corp., a Delaware corporation (“MMAC”)
entered into a business transaction agreement, dated as of January 24,
2019 (as amended, the “Business Transaction Agreement”), which provided for a business combination (the “Business
Combination”) between MMAC and Akazoo Limited, a private company limited by shares incorporated under the laws of Scotland
(“Old Akazoo”). The Business Combination was structured to combine the assets and businesses of MMAC and Old Akazoo
into one new, publicly traded entity. The Business Combination resulted in (1) stockholders of MMAC, equityholders of Old Akazoo
and certain other equity investors together holding all of the outstanding Ordinary Shares of Akazoo and (2) Old Akazoo becoming
a wholly owned subsidiary of Akazoo.



Pursuant to the Business Transaction Agreement, the Business
Combination was effected in three steps: (i) subject to the approval and adoption of the Business Transaction Agreement by
the stockholders of MMAC, MMAC merged with and into Akazoo, with Akazoo remaining as the surviving publicly traded entity (the
“Merger”); (ii) Unlimited Music S.A., a Luxembourg public limited company (société anonyme) (“LuxCo”),
acquired the entire issued share capital of Old Akazoo in consideration for issuing ordinary shares of LuxCo (“LuxCo Shares”)
to the Old Akazoo shareholders (the “Share Exchange”) and (iii) LuxCo merged with and into Akazoo, with Akazoo
remaining as the surviving publicly traded entity (the “Luxembourg Merger”).



In connection with the Business Combination, on September
11, 2019, we sold units consisting of an aggregate of 6,514,773 shares and warrants exercisable for 4,740,768 shares to
accredited investors. An additional 2,579,232 warrants were issued to the Old Akazo shareholders for a total of 7,320,000
ordinary shares issuable upon exercise of warrants. The warrants are exercisable at a price of $9.20 per share and expire 5
years from closing of the business combination.





249,460 Ordinary Shares were also issued in connection with
the Business Combination to certain creditors of MMAC in lieu of cash payment by Akazoo of amounts owed to them. Such Ordinary
Shares were issued to those creditors at a rate of $8.00 per Ordinary Share.



In addition, 625,000 Ordinary Shares were issued to certain
service providers, underwriters and placement agents of MMAC, at a rate of $8.00 per Ordinary Share.



Furthermore, in connection with
the Business Combination and the private placement offering, certain Securityholders of Akazoo forfeited an aggregate of 2,600,000
Ordinary Shares and such Ordinary Shares were cancelled by Akazoo.



3







Note on Presentation



Currency



All references in this report to (i) “Euro,” “EUR,”
or “€” are to the currency of the member states participating in the European Monetary Union, and (ii) “U.S.
dollar,” “USD,” or “$” are to the currency of the United States. Our reporting currency is the Euro.



Rounding



Certain monetary amounts, percentages, and other figures included
in this report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the
arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or,
as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.





4







Forward-looking Statements



This report contains a number of forward-looking statements,
including statements about the financial conditions, results of operations, earnings outlook and prospects of Akazoo and may include
statements for the period following the consummation of the proposed business combination. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,”
“expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,”
“project,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict,” “should,” “would” and other similar words and expressions,
but the absence of these words does not mean that a statement is not forward-looking.



The forward-looking statements
are based on the current expectations of management and are inherently subject to uncertainties and changes in circumstance and
their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will
be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,”
those discussed and identified in our public filings made with the Commission and the following:



| | · | expectations regarding our strategies and future financial performance, including our future business
plans or objectives, prospective performance and opportunities, and competitors, revenues, customer acquisition and retention,
products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital
expenditures, and our ability to maintain access to content and manage license relationships, and to invest in growth initiatives
and pursue acquisition opportunities;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the ability to recognize the anticipated benefits of the Business Combination;
| | - | ------------------------------------------------------------------------------



| | · | costs related to the Business Combination;
| | - | ------------------------------------------



| | · | the concentration of voting power among our major Securityholders who have substantial control
over our Ordinary Shares;
| | - | ------------------------------------------------------------------------------------------------------------------------



| | · | the limited liquidity and trading of our securities;
| | - | ----------------------------------------------------



| | · | geopolitical risk and changes in applicable laws or regulations in our varying markets;
| | - | ---------------------------------------------------------------------------------------



| | · | the possibility that we may be adversely affected by other economic, business, and/or competitive
factors;
| | - | ----------------------------------------------------------------------------------------------------------



| | · | financial performance;
| | - | ----------------------



| | · | operational risk;
| | - | -----------------



| | · | litigation and regulatory enforcement risks, including the diversion of management time and attention
and the additional costs and demands on our resources; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | fluctuations in exchange rates between the foreign currencies in which we typically do business
and the Euro.
| | - | -------------------------------------------------------------------------------------------------------------





5







Should one or more of
these risks or uncertainties materialize, or should any of the assumptions made by management prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements.



All subsequent written
and oral forward-looking statements concerning matters addressed in this prospectus and attributable to us or any person acting
on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus.
Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements
to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.





6







PART I



Item 1. Identity of Directors, Senior Management and Advisers



A. Directors and Senior Management



Following the Business Combination, the directors and executive
officers of Akazoo are the individuals indicated below.



|Name                     |  | Age |  | Position                                    
|------------------------ |  | --- |  | --------------------------------------------
|Apostolos N. Zervos      |  | 40  |  | Chief Executive Officer; Director           
|Pierre Schreuder         |  | 41  |  | Chief Financial Officer                     
|Lewis Dickey, Jr.        |  | 58  |  | Chairman of the Board of Directors; Director
|Panagiotis Dimitropoulos |  | 49  |  | Director                                    
|Maja Lapcevic            |  | 47  |  | Director                                    
|Athan Stephanopoulos     |  | 43  |  | Director                                    
|David Roche              |  | 50  |  | Director                                    
|Alexander Macridis       |  | 57  |  | Director                                    



Apostolos N. Zervos. Mr. Zervos is
currently Founder & CEO of Akazoo, that he founded as a music streaming service in 2010. He has more than 15 years of experience
in managing, building and scaling innovative and disruptive technology consumer propositions in new media organically and through
M&A. As an executive and entrepreneur, he has pioneered and launched some of the first global mobile propositions for Fortune
500 companies and top global brands and grown Akazoo to over $100 million in revenues. Apostolos received his
B.A. from Yale University in 2002.



Pierre Schreuder. Mr. Schreuder has been the Chief
Financial Officer of Akazoo since 2018 and has been a consultant to Akazoo since 2017. His prior experience includes employment
from 2010 to 2017 with RBC Capital Markets and from 2003 to 2007 with UBS Investment Bank, where he was in the Investment Banking
Group in both firms. From 2007 to 2010, Pierre worked for investment firms Pengana Capital and Oriel Asset Management. Pierre holds
a Master of Science in Industrial Engineering from Eindhoven University of Technology, a Master of Science in Economics from Erasmus
University and is a CFA charterholder.





Lewis Dickey, Jr. Mr. Dickey is currently the Chairman
of Akazoo.  In 1997, Lew co-founded Cumulus Media, a leader in the radio broadcasting industry which owns and operates a
nationwide radio network in the U.S., serving as Chairman, President and CEO for 15 years. He is also Chairman of DM
Luxury, a publisher of lifestyle magazines in the U.S..  He was previously the Chairman and Chief Executive Officer of MMAC
from January 2017 until September 2019. Lew has a Bachelors and Masters from Stanford University and an MBA from Harvard
Business School.



Panagiotis Dimitropoulos. Mr. Dimitropoulos has been
our director since the closing of the Business Combination and was a non-executive director of Old Akazoo since 2015. Panagiotis
founded InternetQ Group Ltd in 2000 and has been its Chief Executive Officer since November 1, 2012. Panagiotis is considered
a pioneer in the mobile value added services industry and has grown InternetQ to one with international presence and operations.
He completed his academic studies in Law at the Athens University and he earned an MBA from ALBA.



Maja Lapcevic. Maja has been our director since the closing
of the Business Combination Maja has been a Senior Vice President, Mastercard Labs and leads Mastercard Lab's Global Innovation
Programs since January 2019. Prior to joining Mastercard, from 2011 to 2018, Maja held multiple roles at Citi Ventures including
Senior Vice President, Venture Investing and Director of Strategic Growth, focusing on Commerce Payments, FinTech, and Market
Technology domains. Maja holds a B.A. in Government from Georgetown University.





7







Athan Stephanopoulos. Athan has been our director since
the closing of the Business Combination Athan has been the President of NowThis, the leading digital media brand that produces and
distributes video news for mobile and social audiences since 2016. Today, NowThis is the largest news source for millennials
globally (according to Tubular Labs). Previously, Athan was the founder and CEO of a Cliptamatic, a social video distribution platform
that was acquired by NowThis in 2014.



David Roche. David has been our director since the closing
of the Business Combination. David has been the Executive Chairman of GoHenry Ltd. a privately backed Fintech company since 2015
and was the President, SVP and Managing Director of Hotels.com from 2003 to 2014, where he grew Hotels.com over 10 years. He also
serves as the Chairman of Guestline, a software company operating in the hospitality space. He is an experienced angel investor
in the European technology space and holds an MBA from INSEAD.



Alexander Macridis. Alexander has been our director since
the closing of the Business Combination Alexander has been the Chairman and Managing Director of Chryssafidis S.A. an industrial
equipment distribution company operating in South East Europe, since 1991, is a Member of the Board of Directors of Aegean
Airlines, is General Secretary of SEV, the Hellenic Federation of Industries, and is a Member of Yale University's President's
Council on International Activities. In previous roles, Alexander was at Goldman Sachs & Co., in M&A and Corporate Finance.
Alexander has a BA and JD Law degree from Yale University and an MBA from Harvard Business School.



There are no family relationships between the officers or directors
of the Company.



B. Advisers



Not applicable.



B. Auditors



Crowe U.K. LLP located in London, United Kingdom. Crowe U.K.
LLP has been the auditor of Akazoo Limited since 2015.



WithumSmith+Brown, PC located in Whippany, New Jersey. WithumSmith+Brown
has been the auditor of Modern Media Acquisition Corp. since 2017.



Item 2. Offer Statistics and Expected Timetable



Not Applicable





8







Item 3. Key Information



A. Selected financial data



The disclosures under the captions “Selected Historical
Financial Data of Pubco” beginning on page 25, “Selected Historical Financial Data of MMAC” beginning
on page 26 and “Selected Historical Financial Data of Akazoo” beginning on pages 32 of the Company’s Proxy
Statement / Prospectus dated August 15, 2019, as filed with the Securities and Exchange Commission on August 15, 2019, is incorporated
by reference herein.



B. Capitalization and indebtedness



The following table shows the capitalization of Akazoo as of
December 31, 2018, taking into effect the adjustments to reflect the Business Combination effected as at September 11, 2019.



|Capitalization & Indebtedness
    as at 
12/31/2018 reflecting Business 
Combination as at 09/11/2019 (€ thousand) |  | Actual
    12/31/2018
 (Audited) |        |   | Adjustments |  |            | As
    adjusted | 
|------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ------ | - | ----------- |  | ---------- | --------------- | 
|Non-current assets                                                                                                 |  |                                  | 28,882 |   |             |  | 10         |                 | 
|Cash and cash equivalents                                                                                          |  |                                  | 501    |   |             |  | (1) 42,739 |                 | 
|Total current assets                                                                                               |  |                                  | 35,184 |   |             |  | 42,739     |                 | 
|Total assets                                                                                                       |  |                                  | 64,066 |   |             |  | 42,749     |                 | 
|Common stock                                                                                                       |  |                                  | 57     |   |             |  | (7         | )               | 
|Other equity items                                                                                                 |  |                                  | 46,765 |   |             |  | 45,073     |                 | 
|Accumulated other comprehensive income                                                                             |  |                                  | (1,413 | ) |             |  | -          |                 | 
|Retained earnings (accumulated deficit)                                                                            |  |                                  | 312    |   |             |  | -          |                 | 
|Non-controlling interest                                                                                           |  |                                  | (9     | ) |             |  | -          |                 | 
|Total shareholders’ equity                                                                                         |  |                                  | 45,712 |   |             |  | 45,066     |                 | 
|Non-current liabilities                                                                                            |  |                                  | 32     |   |             |  | -          |                 | 
|Loan and interest payable                                                                                          |  |                                  | 2,317  |   |             |  | (2)(2,317  | )               | 
|Total current liabilities                                                                                          |  |                                  | 18,322 |   |             |  | (2,317     | )               | 
|Total liabilities                                                                                                  |  |                                  | 18,354 |   |             |  | (2,317     | )               | 
|Total liabilities and shareholders’ equity                                                                         |  |                                  | 64,066 |   |             |  | 42,749     |                 | 



The equity adjustments above include:



| | (1) | The liquidation of investments held in the trust account by MMAC of $14.2 million (approximately €12.6 million)
| | --- | ---------------------------------------------------------------------------------------------------------------

| | (1) | PIPE financing of $40.6 million (approximately €35.5 million)
| | --- | -------------------------------------------------------------

| | (1) | Payment of cash  fees of $6.2 million (approximately €5.4 million) related to the Business Combination                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Funding by MMAC of $2.0 million (approximately €1.7 million) in order to extend the date by which MMAC has to
                           consummate a Business Combination
| | (2) | Conversion into equity of Old Akazoo convertible loan note of €2.3 million                                                                                                



C. Reasons for the offer and use of proceeds



Not Applicable





9







D. Risk factors



The disclosure under the caption “Risk Factors”
beginning on page 42 of the Proxy Statement / Prospectus dated August 15, 2019, as filed with the Securities and Exchange Commission
on August 15, 2019, is incorporated by reference herein.



Item 4. Information on the Company



A. History and development of company



Our Corporate Structure



The disclosures under the captions
“The Parties to the Business Combination” beginning on page 15, “Recent Developments” beginning
on page 16, and “The Business Combination” beginning on page 16 of theProxy Statement / Prospectus dated
August 15, 2019, as filed with the Securities and Exchange Commission on August 15, 2019, is incorporated
by reference herein.



Capital Expenditures



Akazoo had not conducted any material activities (other than
those incident to its formation and to the matters contemplated by the Business Transaction Agreement) as of the date of this Shell
Company Report.



Old Akazoo (Akazoo’s subsidiary) incurred capital expenditures
of Euro 11.4 million, Euro 9.4 million and Euro 6.2 million in 2018, 2017 and 2016, respectively. In these periods, Akazoo’s
capital expenditures were mainly used for the purchase and development of software. Akazoo will continue to incur capital expenditures
in connection with the expected growth of our business. Akazoo incurred capital divestitures of Euro 0.01 million, Euro 0.23 million
and Euro 0.02 million in 2018, 2017 and 2016, respectively.



The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC and state the address
of that site (http://www.sec.gov). We maintain a website at https://www.akazoo.com.



B. Business overview



Akazoo operates in 25 countries, including emerging markets
that represent some of the music streaming industry's fastest growing market opportunities. Akazoo's platform boasts patented Sonic
AI music recommendation and profiling technology, developed to support its hyper-local strategy.



In the last 5 years, Akazoo's premium subscribers have grown
from 1.1 million in 2014 to over 5.3 million today. In the first half of 2019, the Company's revenues grew 39% year-over-year.



Growth is expected to be driven by an array of existing and
new partnerships that include mobile operators, handset manufacturers, media and partnering mobile applications and services, as
well as growth in smartphone penetration in their core markets. In this regard the company will pursue commercial agreements with
among others, international social networking services, transportation companies and mobile operators, the customers of each of
which are interested in consuming music.



The disclosures under the captions “Information About
Akazoo” beginning on page 147, “Information About MMAC” beginning on page 169 and “Information
About PubCo” beginning on page 180 respectively of the Company’s Proxy Statement / Prospectus dated August 15,
2019, as filed with the Securities and Exchange Commission on August 15, 2019, is incorporated by reference herein.





10







C. Organizational structure



The disclosures under the captions “Pre-Business Combination
and Post-Business Combination Structure” beginning on page 21 of the Company’s Proxy Statement / Prospectus dated August
15, 2019, as filed with the Securities and Exchange Commission on August 15, 2019, is incorporated by reference herein.



D. Property, plant and equipment



The disclosures under the captions “Akazoo Limited –
Notes to the Consolidated Financial Statements for the Year Ended 31 December 2018 – 9. Property, Plant and Equipment”
beginning on page F-24 of the Company’s Proxy Statement / Prospectus dated August 15, 2019, as filed with the Securities
and Exchange Commission on August 15, 2019, is incorporated by reference herein.



Item 4A. Unresolved Staff Comments



Not applicable.





11









Item 5. Operating and Financial Review and Prospects



The disclosures under the captions “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Akazoo” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of MMAC” beginning on pages 158 and 175, respectively,
of the Company’s Proxy Statement / Prospectus dated August 15, 2019, as filed with the Securities and Exchange Commission
on August 15, 2019, is incorporated by reference herein.



Item 6. Directors, Senior Management and Employees



A. Directors and senior management



Directors and Executive Officers



The information set forth in Item 1.A. of this Shell Company
Report on Form 20-F is incorporated herein by reference.



B. Compensation



Prior to the Business Combination, none of MMAC’s founding
executive officers or directors had received any cash compensation for services rendered.



For the fiscal year ended December 31, 2018, Akazoo paid Euro
108 thousand (base salary and fees) to its officers as consideration for services rendered and it did not pay any compensation
to its non-executive directors. No other significant employee benefits nor post employment benefits were provided.



We have not set aside or accrued any amount to provide pension,
retirement or other similar benefits to our executive officers and directors. We intend to provide an Equity Incentive Plan within
sixty days of the closing of the Business Combination (see plan description below). Our Akazoo subsidiaries and our variable interest
entity are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension
insurance, medical insurance, unemployment insurance, maternity insurance, on-the job injury insurance through government-mandated
defined contribution plans.



Equity Incentive Plan



General



Within sixty days of the closing of the Business Combination,
Akazoo intends to adopt a 2019 Omnibus Equity Incentive Plan (the “Plan”). The Plan will be a comprehensive incentive
compensation plan under which Akazoo can grant equity-based and other incentive awards to officers, employees and directors of,
and consultants and advisers to, Akazoo. The purpose of the Plan is to help Akazoo attract, motivate and retain such persons and
thereby enhance shareholder value.



Summary of Plan



Administration. Upon effectiveness, the Plan will be
administered by the Compensation Committee of the Akazoo Board (the “Plan Committee”) consisting of persons who, upon
completion of the Business Combination, will each be (i) “Outside Directors” within the meaning of Section 162(m)
of the Code, as amended, or the Code, (ii) “non-employee directors” within the meaning of Rule 16b-3 of
the Exchange, or Non-Employee Directors, and (iii) “independent” for purposes of any applicable listing requirements;
provided, however, that the Akazoo Board or the Plan Committee may delegate to a committee of one or more members of the Akazoo
Board who are not (x) Outside Directors, the authority to grant awards to eligible persons who are not (A) then “covered
employees” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees”
at the time of recognition of income resulting from such award, or (B) persons with respect to whom Akazoo wishes to comply
with the requirements of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authority to grant
awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. The Plan Committee
shall consult with the Akazoo Board and Chief Executive Officer regarding awards to be made. If a member of the Plan Committee
is eligible to receive an award under the Plan, such Plan Committee member shall have no authority hereunder with respect to his
or her own award. Among other things, the Plan Committee has complete discretion, subject to the terms of the Plan, to determine
the employees, non-employee directors and non-employee consultants to be granted awards under the Plan, the type of awards to be
granted, the number of Akazoo Ordinary Shares subject to each award, the exercise price under each option and the base price for
each stock appreciation right (“SAR”), the term of each award, the vesting schedule for an award, whether to accelerate
vesting, the value of the Akazoo Ordinary Shares underlying the award, and the required withholdings, if any. The Plan Committee
is also authorized to construe the award agreements, and may prescribe rules relating to the Plan.





12







Grant of Awards; Akazoo Ordinary Shares Available for Awards. The
Plan will provide for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock
options (“NQSOs”), unrestricted shares, restricted shares, restricted stock units, performance stock, performance units,
SARs, tandem stock appreciation rights, distribution equivalent rights, or any combination of the foregoing, to key management
employees, non-employee directors, and non-employee consultants of Akazoo or any of its subsidiaries (each
a “participant”) (however, solely Akazoo employees or employees of Akazoo’s subsidiaries are eligible for incentive
stock option awards). Akazoo plans to reserve a number of shares equal to 15% of the issued and outstanding shares for issuance
as or under awards to be made under the Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised
or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again
be available for the grant of a new award. The Plan shall continue in effect, unless sooner terminated, until the fifth (5th) anniversary
of the date on which it is adopted by the Akazoo Board (except as to awards outstanding on that date). the Akazoo Board in its
discretion may terminate the Plan at any time with respect to any shares for which awards have not theretofore been granted; provided,
however, that the Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent
of the holder, with respect to any award previously granted.



Future new hires, non-employee directors and additional non-employee consultants
are eligible to participate in the Plan as well. The number of awards to be granted to officers, non-employee directors,
employees and non-employee consultants cannot be determined at this time as the grant of awards is dependent upon various
factors such as hiring requirements and job performance.





13







C. Board practices



Regarding directors’ service contracts providing for benefits
upon termination:



| | - | The disclosures under “Information about Pubco - Information about PubCo Following the Business Combination - Employment
Agreements” of the Company’s Proxy Statement / Prospectus dated August 15, 2019, as filed with the Securities and
Exchange Commission on August 15, 2019, are incorporated by reference herein.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Audit Committee consists of David Roche, Athan Stephanopoulos
and Alexander Macridis. The Audit Committee provides assistance to our board of directors in fulfilling their responsibilities
to shareholders, and investment community relating to our corporate accounting, reporting practices, and the quality and integrity
of our financial reports. The Audit Committee, among other duties, recommends the independent auditors to be selected to audit
our consolidated financial statements, meets with our independent auditors and financial management to review the scope of the
proposed audit for the current year and the audit procedures to be utilized, reviews with the independent auditors, and financial
and accounting personnel, the adequacy and effectiveness of our accounting and financial controls, and reviews the consolidated
financial statements contained in the annual report to shareholders with management and the independent auditors.



D. Employees



In 2018, 2017, and 2016, our subsidiary Akazoo had 26, 27, and
45 full-time employees on average, respectively. The following table describes our average number of employees by department per
fiscal year:



|                                |  | December 31, |    |  | % Change | 
|------------------------------- |  | ------------ | -- |  | -------- | 
|                                |  | 2018         |    |  | 2017     | 
|Administration and finance      |  |              | 8  |  |          | 
|Technology/Software Development |  |              | 18 |  |          | 



The following table describes our average
number of employees by geographic location:



|           |  |  | December 31, |   
|---------- |  |  | ------------ | --
|Region     |  |  | 2018         |   
|Europe     |  |  |              | 22
|Non-Europe |  |  |              | 4 



Akazoo occupies a significant number of freelancers and consultants
in its various functions.



E. Share ownership



The disclosure set forth in Item 7A of this Shell Company Report
on Form 20-F is incorporated herein by reference.





14







Item 7. Major Shareholders and Related Party Transactions



A. Major shareholders





The following table is designed to set forth information regarding
the beneficial ownership of Akazoo’s Ordinary Shares of each person who owns greater than 5% of outstanding Akazoo Ordinary
Shares and each of our officers and directors as of September 11, 2019. As of such date, we had 49,635,191 Ordinary Shares Outstanding.











|                                                                |  | Beneficial Ownership Of Akazoo Ordinary Shares at 11 September, 2019 |           
|--------------------------------------------------------------- |  | -------------------------------------------------------------------- | ----------
|Name and Address of Beneficial Owner                            |  | Amount and Nature of Beneficial Ownership(1)                         |           
|                                                                |  |                                                                      |           
|Lewis W. Dickey, Jr. (2)                                        |  |                                                                      | 1,362,230 
|Apostolos N. Zervos (3)                                         |  |                                                                      | 3,768,933 
|Pierre Schreuder (4)                                            |  |                                                                      | 502,689   
|Panagiotis Dimitropoulos (5)                                    |  |                                                                      | 10,214,348
|Maja Lapcevic                                                   |  |                                                                      | 0         
|Athan Stephanopoulos                                            |  |                                                                      | 0         
|David Roche                                                     |  |                                                                      | 0         
|Alexander Macridis                                              |  |                                                                      | 0         
|InternetQ Group Limited (6)                                     |  |                                                                      | 20,428,695
|Modern Media, LLC (7)                                           |  |                                                                      | 1,362,230 
|Tosca Penta Music Limited Partnership and related funds(8)      |  |                                                                      | 18,516,636
|Astaria Ltd. (9)                                                |  |                                                                      | 2,509,983 
|Freremon Limited (10)                                           |  |                                                                      | 354,109   
|All directors and executive officers as a group (8 individuals) |  |                                                                      | 15,848,200














|*    | Represents beneficial ownership of less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Unless otherwise indicated, all ownership is direct beneficial ownership.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2)  | Includes 1,362,230 shares owned by Modern Media LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3)  | Includes 2,509,983 shares owned by Astaria Ltd..                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4)  | Includes 354,109 shares owned by Freremon Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(5)  | Consists of shares owned by InternetQ.  Panagiotis Dimitropoulos owns 61.6% of Pitragon, which may be deemed to beneficially own 10,214,348 of the Akazoo ordinary shares held by InternetQ. See Note 6 below. By virtue of his voting and dispositive power of Pitragon, Mr. Dimitropoulos may be deemed to beneficially own 10,214,348 of the Akazoo ordinary shares held by InternetQ. The business address of Mr. Dimitropoulos is 19 Rue de Bitbourg, L-1273, Luxembourg.                                           
|(6)  | InternetQ Group Limited (“InternetQ”) is 50% owned by Pitragon Investment Limited (“Pitragon”) and 50% owned by various funds related to Tosca (the “Tosca Funds”). Each of Pitragon and Tosca select two members of the board of directors of InternetQ. The business address of InternetQ is 14 Old Queen Street, London, England, SW1H 9HP; the business address of Tosca is 150 St. Vincent Street, Glasgow, Scotland, G2 5NE; and the business address of Pitragon is 214 Arch. Makariou III, Limassol, 3030 Cyprus.
|(7)  | Mr. Dickey owns 100% of Modern Media, LLC.  The business address of Mr. Dickey is 3414 Peachtree Road, Suite 480, Atlanta, Georgia 303326.                                                                                                                                                                                                                                                                                                                                                                               
|(8)  | Includes 10,214,348 shares owned by InternetQ. See Note 6 above. The business address of Tosca Penta Music Limited Partnership is 150 St. Vincent Street, Glasgow, Scotland, G2 5NE.                                                                                                                                                                                                                                                                                                                                     
|(9)  | Mr. Zervos owns 100% of Astaria Ltd. The business address of Mr. Zervos is 19 Rue de Bitbourg, L-1273, Luxembourg.                                                                                                                                                                                                                                                                                                                                                                                                       
|(10) | Mr. Schreuder owns 100% of Freremon Limited. The business address of Mr. Schreuder is 19 Rue de Bitbourg, L-1273, Luxembourg.                                                                                                                                                                                                                                                                                                                                                                                            





Except as disclosed herein, we are not aware of any other arrangement
that may, at a subsequent date, result in a change of control of the combined company.



B. Related party transactions



Loans from shareholders of Company’s subsidiary



On 20 August 2018, the Company’s subsidiary
Akazoo Limited issued Convertible Loan Notes 2020 to its shareholder Tosca Penta Music Limited Partnership for a principal
amount of £1,800 thousand. The notes are convertible into ordinary shares of the Company at the option of the
holder on or after 31 March 2019 or upon merger/exit, or, repayable on the second anniversary of the date of the
instrument. The Company is entitled to accelerate repayment on the first anniversary of the date of the instrument. This note
was converted into Akazoo ordinary shares in connection with the closing of the Business Combination.





15







The convertible notes are presented in the balance sheet as
follows:-



|Financial liabilities – borrowings in € thousand |  | 2018 |      
|------------------------------------------------ |  | ---- | -----
|Liability component on initial recognition       |  |      | 2,012
|Interest charge calculated at the effective rate |  |      | 304  
|Liability component at the end of the period     |  |      | 2,317



Refer to Exhibit 99.1 “Financial Statements of Akazoo
Limited” (Notes 15 and 19) for additional information on the related party transactions.



C. Interest of experts and counsel



Not Applicable



Item 8. Financial Information



A. Consolidated Statements and Other Financial Information



Refer to Item 17.



B. Significant Changes



None.



Item 9. The Offer and Listing



Not applicable



Item 10. Additional Information



A. Share capital





On September 2, the Akazoo shareholders
resolved, in connection with the Business Combination, that the 3,000,000 Ordinary Shares outstanding would be cancelled and our
share capital would be reduced by €30,000 effective as of the Business Combination. Subsequently, in connection with the
Business Combination, our share capital was increased to provide for issuances of Ordinary Shares to equityholders of MMAC and
Old Akazoo in the Business Combination. Subsequently, in connection with the private placement offering and the transactions contemplated
thereby, a delegate of the Akazoo Board of Directors increased our share capital . After such increases and the repurchase of
2,600,000 ordinary shares discussed below, our share capital was €496,351.91. Ordinary Shares and warrants sold in the private
placement offering were sold as part of Akazoo Units, which were sold to certain private investors at a price of $8.00 per Unit.
Ordinary Shares were also issued in connection with the private placement offering to certain creditors of MMAC in lieu of cash
payment by Akazoo of amounts owed to them. Such Ordinary Shares were issued to those creditors at a rate of $8.00 of amounts payable
per Ordinary Share. Furthermore, in connection with the Business Combination and the private placement offering, Akazoo repurchased
an aggregate of 2,600,000 Ordinary Shares from certain Securityholders of Akazoo and such Ordinary Shares were cancelled by the
resolutions of the delegate of the Akazoo Board of Directors.





16









As of September 17, 2019, our issued share
capital amounted to € 496,351.91, represented by ordinary shares with a nominal value of € 0.01 per share. All issued
shares are fully paid and subscribed for. A shareholder in a Luxembourg société anonyme holding fully paid up shares
is not liable, solely because of his or her or its shareholder status, for additional payments to us or our creditors.



We currently have €9,926,107.67 of
authorized capital, represented by 992,610,767 ordinary shares with a nominal value of € 0.01 per share. Authority to issue
share capital from our authorized capital will expire on September 2, 2024.



As of September 17, 2019, we held no ordinary
shares as treasury shares.



As of September 17, 2019, Akazoo Public
Warrants to purchase 10,349,997 Ordinary Shares at an exercise price of $11.50 were
issued and outstanding.



As of September 17, 2019, Warrants to
purchase 7,320,000 Ordinary Shares at an exercise price of $9.20 were issued and
outstanding.



B. Memorandum and Articles of Association



Akazoo is registered with the Luxembourg Trade and Companies’
Register under number B232611. Its corporate purpose, as stated in Article 2 of Akazoo’s articles of association, is the
holding of participations in any form whatsoever in Luxembourg and foreign companies and in any other form of investment, the acquisition
by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind
and the administration, management, control and development of its portfolio. Akazoo may grant loans to, as well as guarantees
or security for the benefit of third parties to secure obligations of, companies in which it holds a direct or indirect participation
or right of any kind or which form part of the same group of companies as Akazoo, or otherwise assist such companies. Akazoo also
may raise funds through borrowing in any form or by issuing any kind of notes, securities or debt instruments, bonds and debentures
and generally issue securities of any type. In general, Akazoo may carry out any commercial, industrial, financial real estate
or intellectual property activities that it may deem useful for the accomplishment of these purposes.



Issuance of Ordinary Shares and Preemptive Rights



Pursuant to Luxembourg law, the issuance of Akazoo’s Ordinary
Shares requires approval by a quorum of the general meeting of shareholders, and a majority is required for the amendment of articles
of association. The general meeting of shareholders may approve an authorized capital and authorize the board of directors to issue
ordinary shares up to the maximum amount of such authorized capital for a maximum period of five years after the date that the
minutes of the relevant general meeting approving such authorization are published in the Luxembourg official gazette (Recueil
Electronique des Sociétés, “RESA”). The general meeting may amend, renew, or extend such authorized
capital and such authorization to the board of directors to issue ordinary shares.





17







Akazoo recognizes only one (1) holder per ordinary share.
In case an ordinary share is owned by several persons, they shall appoint a single representative who shall represent them in respect
of Akazoo. Akazoo has the right to suspend the exercise of all rights attached to that share, except for relevant information rights,
until such representative has been appointed.



Upon the consummation of the Business Combination, the board
of directors will resolve on the issuance of ordinary shares out of the authorized capital (capital autorisé) in
accordance with the quorum and voting thresholds set forth in the articles of association. The board of directors also resolves
on the applicable procedures and timelines to which such issuance will be subjected. If the proposal of the board of directors
to issue new ordinary shares exceeds the limits of Akazoo’s authorized share capital, the board of directors must then convene
the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for the purpose of increasing
the issued share capital. Such meeting will be subject to the quorum and majority requirements required for amending the articles
of association. If the capital call proposed by the board of directors consists of an increase in the shareholders’ commitments,
the board of directors must convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg
notary for such purpose. Such meeting will be subject to the unanimous consent of the shareholders.



Under Luxembourg law, existing shareholders benefit from a preemptive
subscription right on the issuance of ordinary shares for cash consideration. However, Akazoo’s shareholders have, in accordance
with Luxembourg law, authorized the board of directors to suppress, waive, or limit any preemptive subscription rights of shareholders
provided by law to the extent that the board of directors deems such suppression, waiver, or limitation advisable for any issuance
or issuances of ordinary shares within the scope of Akazoo’s authorized share capital (as applicable after the Business Combination).
The general meeting of shareholders duly convened to consider an amendment to the articles of association also may, by two-thirds
majority vote, limit, waive, or cancel such preemptive rights or renew, amend, or extend them, in each case for a period not to
exceed five years. Such ordinary shares may be issued above, at, or below market value, and, following a certain procedure, even
below the nominal value or below the accounting par value per ordinary share. The ordinary shares also may be issued by way of
incorporation of available reserves, including share premium.



Repurchase of Ordinary Shares



Akazoo cannot subscribe for its own ordinary shares. Akazoo
may, however, repurchase issued ordinary shares or have another person repurchase issued ordinary shares for its account, subject
to the following conditions:



| | • | prior
authorization by a simple majority vote at an ordinary general meeting of shareholders, which authorization sets forth:
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | • | the
terms and conditions of the proposed repurchase and in particular the maximum number of ordinary shares to be repurchased;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | • | the
duration of the period for which the authorization is given, which may not exceed five years; and
| | - | -----------------------------------------------------------------------------------------------------





18







| | • | in
the case of repurchase for consideration, the minimum and maximum consideration per share, provided that the prior authorization
shall not apply in the case of ordinary shares acquired by either Akazoo, or by a person acting in his or her own name on its
behalf, for the distribution thereof to its staff or to the staff of a company with which it is in a control relationship;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | only
fully paid-up ordinary shares may be repurchased;
| | - | ------------------------------------------------------



| | • | the
voting and dividend rights attached to the repurchased shares will be suspended as long as the repurchased ordinary shares are
held by Akazoo; and the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the
same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were
present or represented. In addition, listed companies may repurchase their own shares on the stock exchange without an acquisition
offer having to be made to Akazoo’s shareholders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The authorization will be valid for a period ending on the earlier
of five years from the date of such shareholder authorization and the date of its renewal by a subsequent general meeting of shareholders.
Pursuant to such authorization, the board of directors is authorized to acquire and sell Akazoo’s ordinary shares under the
conditions set forth in Article 430-15 of the Luxembourg Company Law. Such purchases and sales may be carried out for any authorized
purpose or any purpose that is authorized by the laws and regulations in force. The purchase price per ordinary share to be determined
by the board of directors or its delegate shall represent not more than the fair market value of such ordinary share.



In addition, pursuant to Luxembourg law, Akazoo may directly
or indirectly repurchase ordinary shares by resolution of its board of directors without the prior approval of the general meeting
of shareholders if such repurchase is deemed by the board of directors to be necessary to prevent serious and imminent harm to
Akazoo, or if the acquisition of ordinary shares has been made with the intent of distribution to its employees and/or the employees
of any entity having a controlling relationship with it (i.e., its subsidiaries or controlling shareholder) or in any of the circumstances
listed in Article 430-16 of the Luxembourg Company Law.



Form and Transfer of Ordinary Shares



Akazoo Ordinary Shares are issued in registered form only and
are freely transferable under Luxembourg law and Akazoo’s articles of association. Luxembourg law does not impose any limitations
on the rights of Luxembourg or non-Luxembourg residents to hold or vote Akazoo Ordinary Shares.



Under Luxembourg law, the ownership of registered ordinary shares
is prima facie established by the inscription of the name of the shareholder and the number of ordinary shares held by him
or her in the shareholders’ register.



Without prejudice to the conditions for transfer by book entry
where ordinary shares are recorded in the shareholders’ register on behalf of one or more persons in the name of a depository,
each transfer of ordinary shares shall be effected by written declaration of transfer to be recorded in the shareholders’
register, with such declaration to be dated and signed by the transferor and the transferee or by their duly appointed agents.
Akazoo may accept and enter into the shareholders’ register any transfer effected pursuant to an agreement or agreements
between the transferor and the transferee, true and complete copies of which have been delivered to Akazoo.





19







Akazoo’s articles of association provide that it may appoint
registrars in different jurisdictions, each of whom may maintain a separate register for the ordinary shares entered in such register,
and that the holders of ordinary shares shall be entered into one of the registers. Shareholders may elect to be entered into one
of these registers and to transfer their ordinary shares to another register so maintained. Entries in these registers will be
reflected in the shareholders’ register maintained at Akazoo’s registered office.



If Akazoo’s ordinary shares are not listed on a stock
exchange in the United States, a shareholders’ register will be maintained at its registered office in Luxembourg. Transfer
of record ownership of ordinary shares is effected by a written deed of transfer acknowledged by Akazoo or by its transfer agent
and registrar acting as its agent on Akazoo’s behalf.



Liquidation Rights and Dissolution



In the event of Akazoo’s dissolution, liquidation, or
winding-up, any surplus of the assets remaining after allowing for the payment of all of Akazoo’s liabilities will be paid
out to the shareholders pro rata according to their respective shareholdings. The decisions to dissolve, liquidate, or wind-up
require approval by an extraordinary general meeting of Akazoo’s shareholders.



Merger and De-Merger



A merger by absorption whereby one Luxembourg company, after
its dissolution without liquidation, transfers all of its assets and liabilities to another company in exchange for the issuance
of ordinary shares in the acquiring company to the shareholders of the company being acquired, or a merger effected by transfer
of assets to a newly incorporated company, must, in principle, be approved at an extraordinary general meeting of shareholders
of the Luxembourg company, enacted in front of a Luxembourg notary. Similarly, a de-merger of a subsidiary of a Luxembourg company
is generally subject to the approval by an extraordinary general meeting of shareholders, enacted in front of a Luxembourg notary.



No Appraisal Rights



Neither Luxembourg law nor Akazoo’s articles of association
provide for appraisal rights of dissenting shareholders.



General Meeting of Shareholders



Any regularly constituted general meeting of shareholders represents
the entire body of Akazoo’s shareholders.



Any holder of Akazoo’s share capital is entitled to attend
its general meeting of shareholders, either in person or by proxy, to address the general meeting of shareholders and to exercise
voting rights, subject to the provisions of Akazoo’s articles of association. Each Akazoo Ordinary Share entitles the holder
to one vote at a general meeting of shareholders. Akazoo’s articles of association provide that its board of directors may
determine all other conditions that must be fulfilled in order to take part in the general meeting of shareholders.





20







When convening a general meeting of shareholders, Akazoo will
send a convening notice by registered mail to the registered address of each shareholder at least eight days before the meeting.
The convening notices for every general meeting shall contain the agenda and shall take the form of announcements filed with the
register of commerce and companies, published on the Luxembourg official gazette (RESA), and published in a Luxembourg newspaper
at least 15 days before the meeting. No proof is required that this formality has been complied with.



Akazoo’s articles of association provide that if Akazoo
Ordinary Shares are listed on a regulated market, the general meeting also will be convened in accordance with the publicity requirements
of such regulated market and, as the case may be, special laws applicable to it.



A shareholder may participate in general meetings of shareholders
by appointing another person as his or her proxy, the appointment of which shall be in writing. Akazoo’s articles of association
also provide that, in the case of ordinary shares held through the operator of a securities settlement system or depository, a
holder of such ordinary shares wishing to attend a general meeting of shareholders should receive from such operator or depository
a certificate certifying the number of ordinary shares recorded in the relevant account on the relevant record date. Such certificates,
as well as any proxy forms, should be submitted to Akazoo no later than three business days before the date of the general meeting
unless the Akazoo Board provides for a different period.



The annual general shareholder meeting must be held within six
months from the end of the respective financial year at Akazoo’s registered office or in any other place in Luxembourg as
notified to the shareholders.



Luxembourg law provides that the board of directors is obliged
to convene a general meeting of shareholders if shareholders representing, in the aggregate, 10% of the issued share capital so
request in writing with an indication of the meeting agenda. In such case, the general meeting of shareholders must be held within
one month of the request. If the requested general meeting of shareholders is not held within one month, shareholders representing,
in the aggregate, 10% of the issued share capital may petition the competent president of the district court in Luxembourg to have
a court appointee convene the meeting. Luxembourg law provides that shareholders representing, in the aggregate, 10% of the issued
share capital may request that additional items be added to the agenda of a general meeting of shareholders. That request must
be made by registered mail sent to Akazoo’s registered office at least five days before the general meeting of shareholders.
In addition, the board of directors of Akazoo shall adjourn a general meeting for four weeks (up to six weeks, in case of a combined
ordinary and extraordinary general meeting) at the request of one or more shareholders representing at least 10% of the share capital
of Akazoo. In the event of an adjournment, any resolution already adopted by the general meeting shall be cancelled and final resolutions
will be adopted at the adjourned general meeting. Furthermore, one or more shareholders representing at least 10% of the share
capital or at least 10% of the voting rights attached to the shares issued by Akazoo may ask the board of directors of Akazoo questions
on one or more transactions of Akazoo or any companies controlled by it.



Voting Rights



Each Akazoo Ordinary Share entitles the holder thereof to one
vote.



Neither Luxembourg law nor Akazoo’s articles of association
contain any restrictions as to the voting of Akazoo Ordinary Shares by non-Luxembourg residents.





21









As described further below, Luxembourg law distinguishes general
meetings of shareholders and extraordinary general meetings of shareholders with respect to voting rights.



Ordinary General Meeting. At an ordinary general meeting,
there is no quorum requirement and resolutions are adopted by a simple majority of validly cast votes. Abstentions are not considered
“votes.”



Extraordinary General Meeting. Extraordinary resolutions
are required for any of the following matters, among others: (i) an increase or decrease of the authorized or issued capital,
(ii) a limitation or exclusion of preemptive rights, (iii) approval of a statutory merger or de-merger (scission),
(iv) Akazoo’s dissolution and liquidation, and (v) any and all amendments to Akazoo’s articles of association.
Pursuant to Akazoo’s articles of association, for any resolutions to be considered at an extraordinary general meeting of
shareholders, the quorum shall be at least one half (50%) of Akazoo’s issued share capital unless otherwise mandatorily required
by law. If the said quorum is not present, a second meeting may be convened, for which Luxembourg law does not prescribe a quorum.
Any extraordinary resolution shall be adopted at a quorate general meeting, except otherwise provided by law, by at least a two-thirds
majority of the votes validly cast on such resolution by shareholders. Abstentions are not considered “votes.”



Minority Action Right. Luxembourg law provides for a
provision whereby the holding, in the aggregate, 10% of the securities who have a right to vote at the general meeting that has
granted discharge to the members of the board of directors, may act on Akazoo’s behalf to file a claim for a violation of
the mandate (mandat) granted to the directors, a violation of the law, or a violation of the articles of association.



Dividend Rights



In case of a dividend payment, each shareholder is entitled
to receive a dividend right pro rata according to his or her respective shareholding. The dividend entitlement lapses upon the
expiration of a five-year prescription period from the date of the dividend distribution. The unclaimed dividends return to Akazoo’s
accounts.



Board of Directors



The articles of association of Akazoo stipulate that it shall
be managed by a board of directors composed of at least three members. For as long as the Shareholders’ Agreement is in place,
the Akazoo Board will be composed of up to seven directors. Each of the parties to the Shareholders’ Agreement shall exercise
the voting rights attached to their Akazoo Ordinary Shares at each general meeting of the shareholders of Akazoo at which proposals
relating to the filling of positions on the Akazoo Board are to be considered (or in any written resolution executed in lieu of
such a meeting which relates to such matters), and shall take all actions reasonably necessary, to ensure the election to the Akazoo
Board of Directors of the following individuals:



(i) one individual, who need not be an independent
director (within the meaning of the listing standards of the NASDAQ Capital Market (or other United States national securities
exchange on which the shares are listed, if any), designated by InternetQ Group Limited and Tosca Penta Music Limited Partnership
and their respective permitted assigns;





22







(ii) one individual, who need not be an independent
director, designated by Modern Media LLC and MIHI LLC; and



(iii) one individual, who must be an independent director,
designated by certain management shareholders, including Apostolos N. Zervos.



Upon
such time as any of the parties to the Shareholders’ Agreement, or their affiliates, collectively, cease to beneficially
own, at least 50% of the number of Akazoo Ordinary Shares beneficially owned by such party immediately following the closing of
the Business Combination, such party shall cease to have the right to designate any nominee for election to the Akazoo Board of
Directors pursuant to the Shareholders’ Agreement. The Akazoo Board of Directors may appoint a chairman from among its members.
It also may appoint a secretary, who need not be a director and who will be responsible for keeping the minutes of the meetings
of the Akazoo Board of Directors and of the shareholders. The Akazoo Board of Directors will meet upon call by the chairman
or any two directors. The chairman will preside at all meetings of the
Akazoo Board of Directors and, if required, of the shareholders, except that in his or her absence the Akazoo Board of Directors
may appoint another director as chairman and the general meeting of shareholders may appoint another person as chairman, in each
case pro tempore by vote of the majority present or represented at such meeting.



A quorum of the board of directors shall be half of the members,
and resolutions are adopted by the simple majority vote of members of the board of directors present or represented. No valid decision
of the board of directors may be taken if the necessary quorum has not been reached. In case of an equality of votes, the chairman
shall not have the right to cast the deciding vote. The board of directors also may take decisions by means of resolutions in writing
signed by all directors. Each director has one vote.



The general shareholders’ meeting elects directors and
decides their respective terms. Under Luxembourg law, directors may be reelected, but any single term of their office may not exceed
six years. The general shareholders’ meeting may dismiss one or more directors at any time, with or without cause, by a simple
majority of votes cast at a general meeting of shareholders. If the board of directors has a vacancy, the remaining directors have
the right to fill such vacancy on a temporary basis pursuant to the affirmative vote of a majority of the remaining directors.
The term of a temporary director elected to fill a vacancy expires at the end of the term of office of the replaced director, provided,
however, that the next general shareholders’ meeting shall be requested definitively to elect any temporary director. For
a discussion of the differences in shareholders’ rights under Luxembourg law and Delaware law, see “Comparison of Stockholders’
Rights.”



Within the limits provided for by Luxembourg law, the board
of directors may delegate Akazoo’s daily management and the authority to represent Akazoo to one or more persons. The delegation
to a member of the board of directors shall entail the obligation for the board of directors to report each year to the ordinary
general meeting of the shareholders on the salary, fees, and any advantages granted to the delegate.



No director, solely as a result of being a director, shall be
prevented from contracting with Akazoo with regard to his tenure in any office or place of profit, or as vendor, purchaser, or
in any other manner whatsoever. No contract in which any director is in any way interested shall be voided solely on account of
his position as director and no director who is so interested shall account to Akazoo or the shareholders for any remuneration,
profit, or other benefit realized by the contract solely by reason of the director holding that office or of the fiduciary relationship
thereby established.





23







Any director having a direct or indirect personal and financial
interest in a transaction submitted for approval to the board of directors may not participate in the deliberations and vote thereon,
if the transaction is not in the ordinary course of Akazoo’s business and conflicts with Akazoo’s interest, in which
case the director shall be obliged to advise the board of directors thereof and to cause a record of his statement to be included
in the minutes of the meeting. He or she may not take part in these deliberations or vote on such a transaction. At the next general
meeting, before any other resolution is put to a vote, a special report shall be made on any transactions in which any of the directors
may have had an interest that conflicts with Akazoo’s interest.



Akazoo’s articles of association provide that directors
and officers, past and present, will be entitled to indemnification from Akazoo to the fullest extent permitted by Luxemburg law
against liability and all 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. However, no indemnification will be provided against any liability to Akazoo’s
directors or officers (i) by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties
of a director or officer, (ii) with respect to any matter as to which any director or officer shall have been finally adjudicated
to have acted in bad faith and not in Akazoo’s interest, or (iii) in the event of a settlement, unless approved by a
court of competent jurisdiction or the board of directors.



There is no mandatory retirement age for directors under Luxembourg
law and no minimum shareholding requirement for directors.



Amendment of Articles of Association



Shareholder Approval Requirements. Luxembourg law requires
an extraordinary general meeting of shareholders to resolve upon an amendment of the articles of association to be made by extraordinary
resolution. The agenda of the extraordinary general meeting of shareholders must indicate the proposed amendments to the articles
of association. An extraordinary general meeting of shareholders convened for the purposes of amending the articles of association
must have a quorum of at least 50% of Akazoo’s issued share capital. If the said quorum is not present, a second meeting
may be convened at which Luxembourg law does not prescribe a quorum. Irrespective of whether the proposed amendments will be subject
to a vote at any duly convened extraordinary general shareholders’ meeting, the amendment is subject to the approval of at
least two-thirds of the votes cast at such extraordinary general meeting of shareholders by shareholders.



Formalities. Any resolutions to amend Akazoo’s
articles of association must be taken before a Luxembourg notary, and such amendments must be published in accordance with Luxembourg
law.





24







C. Material contracts



The disclosures under the captions “The Business Transaction
Agreement” beginning on page 130 and “Certain Agreements Related to the Business Combination” beginning
on page 135 of the Company’s Proxy Statement / Prospectus dated August 15, 2019, as filed with the Securities and Exchange
Commission on August 15, 2019, are incorporated by reference herein.



D. Exchange controls



We are not aware of any governmental laws, decrees, regulations
or other legislation in Luxembourg that restrict the export or import of capital, including the availability of cash and cash equivalents
for use by our affiliated companies, or that affect the remittance of dividends, interest or other payments to non-resident holders
of our securities, except for regulations restricting the remittance of dividends, distributions, and other payments in compliance
with United Nations and EU sanctions.



E. Taxation



The disclosure under the caption “Material U.S. Federal
Income Tax Consequences of the Business Combination” beginning on page 102 of the Company’s Proxy Statement / Prospectus
dated August 15, 2019, as filed with the Securities and Exchange Commission on August 15, 2019, is incorporated by reference herein.



F. Dividends and paying agents



None



G. Statement by experts



Not Applicable



H. Documents on display



Documents concerning us that are referred to in this document
may be inspected at our principal executive offices at 96 Kensington High Street, W8 4SG, London.



In addition, we will file annual reports and other information
with the Securities and Exchange Commission. We will file annual reports on Form 20-F and submit other information under cover
of Form 6-K. As a foreign private issuer, we are exempt from the proxy requirements of Section 14 of the Exchange Act and our officers,
directors and principal shareholders will be exempt from the insider short-swing disclosure and profit recovery rules of Section
16 of the Exchange Act. The Commission maintains a web site that contains reports and other information regarding registrants
(including us) that file electronically with the Commission which can be assessed at http://www.sec.gov.





25







I. Subsidiary Information



Not required



Item 11. Quantitative and Qualitative Disclosures About Market
Risk



The disclosures under the captions “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Akazoo - Quantitative and Qualitative Disclosures about
Market Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations
of MMAC - Quantitative and Qualitative Disclosures about Market Risk” beginning on pages 168 and 179 respectively of
the Company’s Proxy Statement / Prospectus dated August 15, 2019, as filed with the Securities and Exchange Commission on
August 15, 2019, is incorporated by reference herein.



Item 12. Description of Securities Other than Equity Securities



Not Applicable





26







PART II



Item 13. Defaults, Dividend Arrearages and Delinquencies



Not required



Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds



Not required



Item 15. Controls and Procedures



Not required



Item 16. [Reserved]



Item 16A. Audit Committee Financial Expert



Not required



Item 16B. Code of Ethics



Not required



Item 16C. Principal Accountant Fees and Services



Not required



Item 16D. Exemptions from the Listing Standards for Audit
Committees



Not required



Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers



None





27







Item 16F. Change in Registrant’s Certifying Accountant



In connection with the Businesss Combination, we appointed Crowe
U.K. LLP (“Crowe”) as our independent auditor for the fiscal year ending December 31, 2019. In connection with the
Business Combination, WithumSmith+Brown, PC ("Withum"), which was the auditor for MMAC was informed that it would not
be our auditor.



The reports of Withum on the
consolidated financial statements of MMAC for the fiscal years ended March 31, 2019, 2018 and 2017 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that such audit report contained an explanatory paragraph in which Withum expressed substantial
doubt as to MMAC’s ability to continue as a going concern if it did not complete a business combination by September
17, 2019.



During the fiscal years ended March 31, 2019, 2018 and 2017,
and through the Business Combination (the "Effective Date"), there were no disagreements with Withum on any matter of
accounting principles or practices, financial statement disclosures, or auditing scope or procedure, which such disagreements,
if not resolved to the satisfaction of Withum, would have caused Withum to make reference thereto in its reports on the financial
statements of MMAC for such periods. During the fiscal years ended March 31, 2019 and 2018, and through the Effective Date, there
were no "reportable events" as that term is described in paragraphs (A) through (D) of Item 16F(a)(1)(v) of Form 20-F.



During the fiscal years ended March 31, 2019, 2018 and 2017,
and through the Effective Date, neither Akazoo, nor anyone on its behalf, consulted Crowe regarding either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
with respect to the financial statements of Akazoo and neither a written report was provided to the Company or oral advice was
provided that Crowe concluded was an important factor considered by Akazoo in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement," as that term is defined
in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, or a "reportable event," as
that term is described in Item 16F(a)(1)(v) of Form 20-F.



Akazoo provided Withum with a copy of the disclosure it is making
in this Report of Foreign Private Issuer on Form 6-K (this "Report"), and requested that Withum furnish the Company with
a letter addressed to the U.S. Securities and Exchange Commission (the "SEC"), pursuant to Item 16F(a)(3) of Form 20-F,
stating whether Withum agrees with the statements made by the Company in this Report, and if not, in which respects Withum does
not agree. A copy of Withum's letter to the SEC dated September 17, 2019 is attached as Exhibit 15.2 to this Report.



Item 16G. Corporate Governance



Not required



Item 16H. Mine Safety Disclosure



Not Applicable





28







PART III



Item 17. Financial Statements



See Item 18.



Item 18. Financial Statements



The disclosures on pages F-1 to F-74 of the
Company’s Proxy Statement / Prospectus dated August 15, 2019, as filed with the Securities and Exchange Commission on
August 15, 2019, are incorporated by reference herein.



Unaudited Condensed Combined Pro Forma Financial Statements
of the Company are included as Exhibit 15.1 hereto.





29







Item 19. Exhibits



|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1           |  | Articles of Association of Akazoo S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.1           |  | Form of Shareholders’ Agreement, by and between Modern Media Acquisition Corp. S.A. and certain majority shareholders of Modern Media Acquisition Corp. S.A. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (333-229613), filed with the Securities and Exchange Commission on August 14, 2019)                                                                                                                                                                                                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.1           |  | Business
    Transaction Agreement, dated as of January 24, 2019, by and among Modern Media Acquisition Corp., Akazoo Limited, Apostolos
    N. Zervos, acting in accordance with article 100-17  of the Luxembourg Company Act, on behalf and in the name of Unlimited
    Music S.A., a Luxembourg public limited company (société anonyme), and Modern Media LLC, acting in accordance
    with article 100-17 of the Luxembourg Company Act, on behalf and in the name of Modern Media Acquisition Corp. S.A.,
    a Luxembourg public limited company (société anonyme) (incorporated by reference to Annex A to the Registration
    Statement on Form F-4 (333-229613), filed with the Securities and Exchange Commission on August 14, 2019)
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.2           |  | Letter Agreement by and among Modern Media Acquisition Corp., Akazoo Limited, Modern Media Acquisition Corp. S.A., Unlimited Music S.A. and, solely for purposes of Section 13 thereof, Macquarie Capital (USA) Inc., dated as of July 29, 2019 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form F-4 (333-229613), filed with the Securities and Exchange Commission on August 14, 2019)                                                                                                                                                                                                                                                                                                                             
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.3           |  | Form of Employment Agreement between Apostolos N. Zervos and Modern Media Acquisition Corp. S.A.  (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form F-4 (333-229613), filed with the Securities and Exchange Commission on August 14, 2019)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.4           |  | Form of Employment Agreement between Petrus Schreuder and Modern Media Acquisition Corp. S.A. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-4 (333-229613), filed with the Securities and Exchange Commission on August 14, 2019)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.1           |  | Subsidiaries of Modern Media Acquisition Corp. S.A. (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-4 (333-229613), filed with the Securities and Exchange Commission on August 14, 2019)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15.1          |  | Unaudited Pro Forma Combined Financial Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15.2          |  | Letter
    from WithumSmith+Brown, PC dated September 17, 2019                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15.3          |  | Investor Presentation dated August
    2019                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





30







SIGNATURES



The Registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this shell company report on its behalf.



| | Company:Akazoo S.A.           
| | ------------------------------
| |                               
| | By:                           
| |                               
| | Name: Apostolos N. Zervos     
| |                               
| | Title: Chief Executive Officer



Date: September 17, 2019





31