$200m SPAC, The Music Acquisition Corp, recordsdata to liquidate early and delist shares from NYSE


Over the previous couple of years, we’ve seen a lot of big-money SPACs launch and merge with music corporations to take their chosen targets public.

One such SPAC emerged again in January 2021, when Music Business Worldwide revealed that long-time Geffen Information President Neil Jacobson was plotting a flotation of a brand new music firm within the US.

Jacobson’s blank-check firm, The Music Acquisition Company (TMAC), floated on the New York Inventory Alternate in February final yr under the ticker symbol TMAC.U, elevating $230 million within the course of.

TMAC.U, shaped particularly to impact a merger/acquisition within the worlds of each music rights and music tech has been largely quiet since then – one thing that now doesn’t look more likely to change within the close to future.

Based on a brand new filing with the Securities Alternate Fee (SEC) within the US, Jacobson’s SPAC has written to its stockholders to hunt approval, by way of a vote, to liquidate early.

Amongst the explanations for early liquidation, in accordance with the submitting, are that TMAC’s board believes it “not possible” that the agency would full a enterprise mixture by the completion date of February 5, 2023.

The submitting issued this week notes that TMAC’s administration has reviewed potential targets, though the precise variety of targets isn’t specified.

The doc provides, nevertheless, that TMAC has “not entered into an settlement to impact a enterprise mixture with any of those potential targets for a wide range of causes”

A few of these causes, in TMAC’s phrases, embrace:

  1.  The events’ incapability to achieve an settlement on valuation;
  2. Pur preliminary evaluation of the related goal firm’s enterprise mannequin, buyer focus, aggressive panorama and corresponding dangers to future monetary efficiency;
  3. Our preliminary evaluation of the related goal firm’s capacity to execute its enterprise and monetary plans and scale its enterprise; and
  4. Different choices accessible to potential targets, reminiscent of pursuing a standard preliminary public providing or ready for the capital markets to enhance earlier than pursuing a list.

TMAC provides that “particularly, via our efforts to discover a appropriate goal for a enterprise mixture,” its administration group has encountered what it calls “materials adjustments out there valuations of public firm transactions” since TMAC’s public itemizing in February 2021.

These adjustments, in accordance with TMAC have created “divergent expectations of valuation” between clean examine corporations and the stockholders of the non-public companies doubtlessly involved in a merger deal to go public.

“Our board of administrators believes such a divergence in expectations will proceed to persist till the Authentic Termination Date and, because of this, that we will be unable to establish, agree upon and consummate a enterprise mixture with an acceptable goal that meets our standards for a enterprise mixture at an appropriate valuation by or earlier than the Authentic Termination Date,” added TMAC.


The information comes as a report from CNBC, citing new knowledge from SPAC Analysis, notes that 27 SPAC offers, value $12.8 billion, have been liquidated in 2022 up to now.

CNBC notes that SPACs have been prompted to ‘shut up store’ resulting from President Biden’s Inflation Reduction Act, which imposes a 1% excise tax on inventory ‘buybacks’ after December 31, 2022.


Unsurprisingly, Jacobson’s SPAC additionally cites President Jo Biden’s Inflation Reduction Act, and the incoming 1% excise tax on repurchasing inventory, in its submitting.

Reads the SEC submitting: “Furthermore, current legislative developments might negatively affect our public stockholders if we’re unable to consummate a enterprise mixture by or earlier than the Authentic Termination Date.

“On August 16, 2022, President Biden signed into regulation the IRA, which, amongst different issues, imposes a 1% excise tax on any home company that repurchases its inventory after December 31, 2022. The Excise Tax is imposed on the truthful market worth of the repurchased inventory, with sure exceptions.

It provides: “As a result of we’re a Delaware company and our securities commerce on the NYSE, we’re a “coated company” throughout the which means of the IRA. Whereas not free from doubt, absent any additional steering, there’s vital threat that the Excise Tax will apply to any redemptions of our public shares after December 31, 2022, together with redemptions made if we’re unable to consummate a enterprise mixture by or earlier than the Authentic Termination Date.

“The appliance of the Excise Tax to any redemptions we make after December 31, 2022 might doubtlessly cut back the per-share quantity that our public stockholders would in any other case be entitled to obtain.”

The submitting continues: “After cautious consideration of all related elements, together with, however not restricted to, the IRA and the Excise Tax, the time worth of cash and the conclusion that it is rather unlikely that we might be capable of full a enterprise mixture earlier than the Authentic Termination Date, our board of administrators has decided that the Constitution Modification Proposal, the Belief Modification Proposal and the Adjournment Proposal are in the perfect pursuits of our Firm and our stockholders and recommends that you just vote or give instruction to vote for every of the [liquidation/delisting] proposals.”

The SPAC says that, if its proposed modification to convey ahead its termination date is accepted, it plans “to voluntarily delist” its shares of Class A standard inventory from the New York Inventory Alternate “as quickly as practicable after completion of the necessary redemption, topic to the foundations of the NYSE and our certificates of incorporation, as amended”.


TMAC may be very a lot not the one SPAC itemizing that the music trade has seen in current instances.

In July final yr, Reservoir Media turned a public firm, itemizing on the Nasdaq within the US under the ticker RSVR after closing its business combination with Roth CH Acquisition II Co. (ROCC), a publicly traded particular objective acquisition firm (SPAC) shaped by Roth Capital Companions and Craig-Hallum Capital Group.

In February, Anghami listed on the New York Inventory Alternate by way of a merger with Vistas Media Acquisition Firm, a publicly-traded particular objective acquisition firm (SPAC).

In June, we reported that US-based bodily items distributor and wholesaler Alliance Leisure was going to listing on the New York Inventory Alternate – by way of a merger with a SPAC known as Adara Acquisition Corp.

In July, Spotify rival Deezer made its official inventory market debut on the Euronext Paris after combining its business with a Particular Function Acquisition Firm known as I2PO.Music Enterprise Worldwide

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