Deal sheet
- Status
- Completed 11 September 2019 and subsequently the subject of a consented fraud judgment. The business combination, the $54.8m of investor funds and the African claims are all documented in SEC filings. The African operations those filings described are disavowed: the company itself stated in a Form 6-K of 21 May 2020 that it had only negligible actual revenue and subscribers for years, and the SEC alleged the aggregators behind the reported revenue either did not exist or had no relationship with Akazoo. Akazoo S.A. consented to a $38.8m disgorgement judgment on 27 October 2021 without admitting or denying the allegations.
- Parties
- Akazoo S.A., Akazoo Limited, Akazoo Ghana, Modern Media Acquisition Corp., InternetQ Group Limited, Minimob Limited, Tosca Penta Music Limited Partnership
- Amount
- USD $54.8 million into the company at closing: $14.2 million rolled over from Modern Media Acquisition Corp. shareholders and $40.6 million from a PIPE offering of Akazoo shares and convertible warrants, per paragraphs 2, 15 and 18 of the SEC complaint. No price was paid for African assets and no African asset was acquired. Separately, $38.8 million in disgorgement was ordered against Akazoo S.A. on 27 October 2021, deemed satisfied by a $35 million payment to investors in related private litigation. The implied enterprise value of the combination is not stated in the filings reached by this desk and is recorded as not disclosed.
- Rights covered
- No music rights were acquired, assigned or transferred by this transaction. Akazoo was a licensee. The merger prospectus states it "generally secures rights to both the sound recordings and musical compositions" and "obtains licenses from, and pays royalties to, rights holders or their agents", with licence agreements with record label affiliates of Universal Music Group, Sony Music Entertainment and Warner Music Group, plus independent labels and "companies known as music aggregators". The prospectus describes composition rights as obtained via local collecting societies and direct publisher deals "in most territories in Europe and Asia" and does not describe the African position. The transaction itself transferred equity in a streaming company, not masters or publishing.
Among the claims the SEC complaint states Akazoo has admitted were false is that it "had developed strong relationships with a large number of global, regional, and local music content providers". The complaint separately alleges the companies Akazoo identified as aggregators "either did not exist or did not have a relationship with Akazoo". Whether the named major-label licences existed is not addressed either way in the complaint, the judgment or the special committee release, and this desk makes no finding on it.
- Territory
- The merger prospectus claims 25 countries of operation across Eastern Europe, South-East Asia, Latin America and Africa, and claims activity in four African countries as at 31 December 2018 plus two 2015 tenders covering 22 countries in Africa. None of the African countries is named. The only African entity named anywhere in the filing is the subsidiary line "Akazoo Ghana". The SEC complaint alleges the company in fact "operated in only a few countries". The four claimed African countries and the 22 tender countries could not be established.
- Announced
- 2019-09-11
- Primary document
- Regulatory filing
- Sources
- Form 424B3 proxy statement and prospectus for the Modern Media Acquisition Corp. / Akazoo Limited business combination, filed with the SEC on 23 August 2019 (accession 0001193125-19-222306), fetched directly from the EDGAR archive and read in full on 3 October 2026 (HTTP 200, 1,449,000 characters of extracted text). Establishes: the structure and parties of the combination; the $53 million minimum cash condition and the PIPE mechanism; the beneficial ownership table showing InternetQ Group Limited at 67.7 per cent pre-combination and 50.0 per cent post, and Tosca Penta Music Limited Partnership at 23.6 and 17.4 per cent; the licensing section naming Universal Music Group, Sony Music Entertainment and Warner Music Group as licensors and describing aggregators and collecting societies; the 2015 African tender claim covering 22 countries and activity in four African countries; the audited consolidated accounts for 2016 to 2018 including the Africa geographic segment, the "Akazoo Ghana" subsidiary line, group revenue of EUR 104,837 thousand for 2018 and total wages and salaries of EUR 928 thousand; and the Crowe U.K. LLP audit report dated 7 June 2019. · SEC complaint in Securities and Exchange Commission v. Akazoo S.A., 1:20-cv-08101, Southern District of New York, filed 30 September 2020. Fetched and read in full (16 pages) on 3 October 2026. Establishes the $14.2m rollover and $40.6m PIPE totalling $54.8m; the six proxy claims the complaint states Akazoo has admitted were false, including the "local music content providers" relationships claim; paragraph 23 on aggregators that "either did not exist or did not have a relationship with Akazoo"; the schedule of false statements in the Form 20-F and three Forms 6-K; the share price fall from $7.49 to $1.16; and $31.5m of remaining assets. Contains no mention of Africa, Ghana, Nigeria, Kenya or any African country. · Agreed Final Judgment, 1:20-cv-08101-AKH document 78, entered 27 October 2021. Fetched and read in full on 3 October 2026. Establishes the $38.8m disgorgement liability, that it is deemed satisfied by a $35m payment under settlements in In re Akazoo S.A. Securities Litigation (E.D.N.Y.) and Pareja v. Zervos (Fulton County, Georgia), that the defendant consented without admitting or denying the allegations, and that it waived findings of fact and conclusions of law. · Akazoo S.A. press release of 21 May 2020, filed as Exhibit 99.1 to a Form 6-K, headed "Akazoo Special Committee Determines Former Akazoo Management and Associates Participated in Sophisticated Multi-Year Fraud". Read in full 3 October 2026. The company's own admission: historical financial statements "audited by multiple, experienced global accounting firms for years, were materially false and misleading"; "only negligible actual revenue and subscribers for years"; a "sophisticated scheme to falsify Akazoo's books and records, including due diligence materials provided to MMAC". Also records the termination of Apostolos N. Zervos for cause on 1 May 2020 and the appointment of Michael Knott of FTI as interim chief executive. · The Form 6-K body of 21 May 2020, signed by Lewis W. Dickey, Jr. as chairman. Read in full 3 October 2026. Adds the Nasdaq delisting determination under Listing Rule 5101 dated 15 May 2020, the company's decision not to appeal, the 27 May 2020 trading suspension, and the stated intention to seek to unwind the original business combination. · Akazoo S.A. Form 20-F filed 17 September 2019. Read in full 3 October 2026. This is a shell company report, not an annual report, and contains the business overview claim "Akazoo operates in 25 countries" and "premium subscribers have grown from 1.1 million in 2014 to over 5.3 million today". It contains no mention of Africa at all. Because it is a shell company report rather than a full annual report, this desk does not treat that absence as a meaningful omission. · UK Companies House persons with significant control register for Akazoo Limited, read 3 October 2026 via the free public web interface. Establishes the full dated control chain: InternetQ Group Limited, Minimob Limited, InternetQ Group Limited again, Akazoo S.A. (B 232611) from 11 September 2019 to 7 January 2023, then Mr Martin Clive Boulton from 7 January 2023. The 11 September 2019 notification date independently corroborates the business combination date. · Companies House company record for Akazoo Limited, SC344843, read 3 October 2026. Establishes incorporation on 24 June 2008 under the former name R&R Music Limited, renamed 28 October 2015; status active with an active proposal to strike off; accounts overdue with the last accounts for the year ending 31 December 2018. Contradicts the SEC complaint's statement that the company "was formed in 2010". · Companies House officer list for SC344843, read 3 October 2026. Establishes the identity link to the SEC filings: Panagiotis Dimitropoulos, director 8 July 2015 to 12 June 2020, and Michael Gordon Knott, director 6 May 2020 to 15 July 2022. · Companies House filing history for SC344843, read 3 October 2026. Establishes that the group accounts for the year ending 31 December 2018 were filed on 12 July 2019, that no accounts have been filed since, the first Gazette strike-off notice of 28 November 2023 and its suspension on 16 January 2024, and the registered office move from 101 Rose Street South Lane to 5 South Charlotte Street, Edinburgh, on 28 February 2023. · Companies House record for InternetQ Group Limited, read 3 October 2026. Incorporated 28 September 2015 as DMWSL 805 Limited, renamed InternetQ Group Limited on 15 June 2016, dissolved 21 December 2021, registered office 14 Old Queen Street, London SW1H 9HP. · Companies House record for Minimob Limited, read 3 October 2026. Incorporated 19 July 2005 as InternetQ Limited, named InternetQ plc from 29 October 2010 to 9 June 2016, InternetQ Limited again to 4 May 2017, then Minimob Limited. Dissolved 24 March 2026. Same registered office as InternetQ Group Limited. · SEC press release 2021-216, "Post-SPAC Music Streaming Company Reaches $38.8 Million Settlement in Ongoing Fraud Action", 27 October 2021, read 3 October 2026. Confirms the figures in the judgment and the claimed metrics of 38.2 million registered users, 4.6 million paying subscribers and over $120 million annual revenue, against "no paying users and, at most, negligible revenue". · Ghana Registrar General's Department website, checked 3 October 2026. No free public company register search was located. The linked eGovernment portal at egovonline.gegov.gov.gh did not resolve (connection failure, HTTP 000). Akazoo Ghana therefore could not be checked against any Ghanaian register.
Read this before citing: Akazoo S.A. consented to the final judgment without admitting or denying the SEC's allegations, except as to jurisdiction. Every allegation attributed to the SEC in this record carries that qualification, and none of it is a judicial finding of fact: the judgment records that the defendant "waived findings of fact and conclusions of law". The company's own statements are stronger evidence than the complaint on the central point, because the special committee of independent directors reached its conclusions itself and published them in a Form 6-K on 21 May 2020, four months before the SEC filed.
No individual is accused of anything in this record. The special committee release names Apostolos N. Zervos only as the chief executive terminated for cause on 1 May 2020 for conduct inconsistent with company policies including a lack of cooperation with the investigation. It does not name him as a participant in the fraud. The SEC's defendant in 1:20-cv-08101 is the company, not any person.
No audit firm is accused of anything. Crowe U.K. LLP signed the audit report on the 2016 to 2018 consolidated accounts reproduced in the merger prospectus, dated 7 June 2019. The special committee's release refers to "multiple, experienced global accounting firms" and names none. This desk located no regulatory finding against any audit firm in connection with Akazoo.
The Africa content of this record is deliberately thin because the documents are thin. Africa is a reported segment with no figure attached, one named Ghanaian subsidiary line with no registration details, an unquantified claim about four unnamed countries, and an unevidenced claim about two 2015 tenders. No African rights holder, label, publisher, distributor, collecting society, telecoms operator or government body is named in any document this desk reached. The significance of the record is that an African revenue segment reached audited accounts and a Nasdaq listing on representations the issuer itself later disavowed, not that any identified African party was harmed. Whether any African party was harmed could not be established.
The contradiction between the SEC complaint's 2010 formation date for Akazoo Limited and the UK register's 24 June 2008 incorporation of SC344843 as R&R Music Limited is unresolved and recorded as such.
On 11 September 2019, Modern Media Acquisition Corp., a Delaware special purpose acquisition company, combined with Akazoo Limited, a Scottish-registered music streaming group, to form Akazoo S.A. of Luxembourg. The combined company listed on the Nasdaq Capital Market under the ticker SONG. It received $54.8 million: $14.2 million rolled over from Modern Media’s shareholders and $40.6 million from a private investment in public equity offering.
No music rights changed hands. Akazoo was a licensee, not an owner. The merger prospectus states that Akazoo “generally secures rights to both the sound recordings and musical compositions” and “obtains licenses from, and pays royalties to, rights holders or their agents”. Nothing in the transaction transferred a master or a copyright.
The African content of what was sold to investors is narrow, specific and worth setting out exactly.
What the filing said about Africa
The Form 424B3 merger prospectus, filed 23 August 2019, mentions Africa nine times. Three of those mentions are substantive:
First: “In 2015, Akazoo won two large tenders for providing a music streaming and Radio Service in 22 countries in Africa. As of December 31, 2018, Akazoo is already active in four African countries.”
Second: “The two large tenders obtained in 2015 had a direct impact on streaming service offerings provided in a few markets in Africa, but African subscriber numbers and revenues remain small as a percentage of total revenues.”
Third, in the audited consolidated revenue note: “The Group operates in the geographical segments of Europe, Latin America, Asia and Africa with the most important revenue contributors being the segments of Latin America and Asia. These segments had an overall contribution of approx. 64% of total music streaming subscription service revenues (2017: 63%, 2016: 62%) with the highest revenue contributor being Asia followed by Europe, Latin America and Africa.”
Africa therefore appears in the audited accounts as one of four reported geographic segments. No euro figure is given for it. The two counterparties to the 2015 tenders are not named, nor is the four African countries claim resolved to any named country anywhere in the 1.4 million characters of the filing.
One African entity is named. The exchange-rate note in the audited consolidated accounts lists “Akazoo Ghana” among the group’s subsidiary lines for 2016, 2017 and 2018. It is the only African entity named in the document.
What the SEC said the revenue actually was
On 30 September 2020 the Securities and Exchange Commission filed an emergency fraud action against Akazoo S.A. in the Southern District of New York, case 1:20-cv-08101. Paragraph 1 of the complaint alleges the company “claimed to be a rapidly growing music streaming company focused on emerging markets with millions of paying monthly subscribers and over EUR 105 million (or $124 million) in annual revenue. In reality … the Nasdaq-listed company had no paying users and negligible, if any, revenue.”
Paragraph 14 lists six claims in the proxy statement which, the complaint states, “Akazoo has since admitted were false”. Two of them matter directly to African rights holders: that Akazoo “operated in 25 different countries and growing”, and that it “had developed strong relationships with a large number of global, regional, and local music content providers”.
Paragraph 23 is the mechanism: “Akazoo created the appearance of revenue by claiming that it had relationships with companies it called ‘aggregators,’ who purportedly collected revenue from Akazoo’s subscribers and paid expenses on Akazoo’s behalf. In fact, the companies that Akazoo identified as aggregators either did not exist or did not have a relationship with Akazoo.”
The prospectus had described those intermediaries in the same vocabulary: “Besides agreements with the largest labels, Akazoo also has direct license agreements with independent labels, as well as companies known as music aggregators.”
On 27 October 2021 the court entered an agreed final judgment holding Akazoo S.A. liable for $38.8 million in disgorgement, deemed satisfied on final approval of settlements under which it would pay $35 million to investors in related private litigation. Akazoo consented without admitting or denying the allegations. That qualification attaches to every allegation above.
The admission came from the company, not only the regulator
The company reached the same conclusion first. In a Form 6-K filed on 21 May 2020, Akazoo S.A. disclosed that its special committee of independent directors had determined that “former members of Akazoo’s management team and associates defrauded Akazoo’s investors … as part of a multi-year fraud”; that the company “has had only negligible actual revenue and subscribers for years”; and that its historical financial statements, “which have been audited by multiple, experienced global accounting firms for years, were materially false and misleading”.
The same filing records that Nasdaq had determined to delist the company and that it would not appeal. Trading was suspended on 27 May 2020 and the stock was delisted on 2 June 2020.
Who owned the company that held the Ghanaian subsidiary
Akazoo Ghana sat inside Akazoo Limited, company number SC344843 on the UK register. That register gives a complete dated control chain, and it is the only place in this story where ownership is recorded rather than asserted:
| Person with significant control | Nature of control | Notified | Ceased |
|---|---|---|---|
| InternetQ Group Limited (09798461) | 75% or more of shares and voting rights; right to appoint and remove directors | 15 June 2016 | 10 April 2017 |
| Minimob Limited (05512988), formerly InternetQ plc | More than 50% but less than 75% of shares and voting rights | 10 April 2017 | 21 December 2018 |
| InternetQ Group Limited (09798461) | More than 50% but less than 75% of shares and voting rights | 21 December 2018 | 11 September 2019 |
| Akazoo S.A. (Luxembourg, B 232611) | 75% or more of shares and voting rights | 11 September 2019 | 7 January 2023 |
| Mr Martin Clive Boulton, British, born March 1958 | Ownership of shares, 75% or more | 7 January 2023 | Current |
Two points follow. The date Akazoo S.A. was notified as controller, 11 September 2019, is the date of the business combination itself, so the UK register independently corroborates the deal date. And both InternetQ entities are now gone: InternetQ Group Limited was dissolved on 21 December 2021, Minimob Limited on 24 March 2026.
Akazoo Limited is still on the register. Its status is active with an active proposal to strike off, following a first Gazette notice on 28 November 2023 which was suspended on 16 January 2024. The last accounts filed for it are the group accounts for the year ended 31 December 2018, filed on 12 July 2019. Those are the accounts the special committee later said were materially false and misleading. No later accounts and no restatement appear on the register.
Identity of the Scottish company, established from the register itself
That SC344843 is the Akazoo group company is not an inference from a shared name. Two individuals link the register to the SEC filings. Panagiotis Dimitropoulos, named in the merger prospectus as a non-executive director of Akazoo since 2015 and founder of InternetQ Group Ltd, appears on SC344843 as a director from 8 July 2015 to 12 June 2020. Michael Gordon Knott, appointed interim chief executive of Akazoo S.A. on 1 May 2020 from FTI, appears as a director of SC344843 from 6 May 2020 to 15 July 2022. An advanced Companies House name search for companies containing “Akazoo” returns exactly one result: this company.
Two numbers from the audited accounts, without comment
Akazoo Limited’s audited consolidated accounts for 2018 report group revenue of EUR 104,837 thousand. The same accounts report total group wages and salaries of EUR 928 thousand, social security costs of EUR 130 thousand and directors’ remuneration of EUR 108 thousand, with the note that “The Group occupies a significant number of freelancers and consultants in its various functions”. The audit report on those accounts is signed by Crowe U.K. LLP, London, dated 7 June 2019, and states “We have served as the Company’s auditor since 2015”.
The special committee’s release refers to “multiple, experienced global accounting firms” and names no firm. This desk located no regulatory finding or enforcement action against any audit firm in connection with Akazoo, and makes no allegation against one.
Contradictions on the record
Three, all of them documented rather than alleged.
One. The SEC complaint states Akazoo Limited “was formed in 2010 when it spun off from its Greek-based parent company”. The UK register records SC344843 as incorporated on 24 June 2008 under the name R&R Music Limited and renamed Akazoo Limited on 28 October 2015. Both can be true only if the complaint is dating the business rather than the legal entity. This desk records both and resolves neither.
Two. The audited revenue note names Latin America and Asia as “the most important revenue contributors”, then ranks the segments “Asia followed by Europe, Latin America and Africa”, which places Europe above Latin America. The two halves of that sentence do not agree. Africa is last on either reading, and is never quantified.
Three. Akazoo Ghana’s functional currency is given as the Ghanaian cedi in the 2017 and 2018 exchange-rate tables and as the United States dollar in the 2016 table, with rates identical to the group’s US entity line. The filing offers no explanation.
What is not established
The two 2015 tenders are not resolved to any counterparty. The prospectus names neither the awarding bodies nor the nature of the tenders beyond “providing a music streaming and Radio Service”. Whether they were government, broadcaster or telecoms awards could not be established, and this desk found no document of any kind evidencing them.
The four African countries in which Akazoo claimed to be active as at 31 December 2018 are never named. Only Ghana is identifiable, from the subsidiary line. The other three could not be established.
Two further subsidiary lines carry the suffixes CM and MU, which are the ISO country codes for Cameroon and Mauritius. The filing nowhere expands either suffix, and both lines carry the euro as functional currency, which is inconsistent with the currency of either country. This desk therefore does not treat either as an African entity and records the point as unresolved.
Whether any African label, publisher, distributor or collecting society was ever licensed by, paid by or owed money by Akazoo could not be established. The prospectus names Universal Music Group, Sony Music Entertainment and Warner Music Group as licensors and refers generically to “numerous independent record labels”, “music aggregators” and negotiations with “the local collecting society in each territory”, but it specifies those arrangements only “in most territories in Europe and Asia”. No African rights holder is named anywhere in the filing, and no African counterparty is named in the complaint, the judgment or the special committee’s release. This desk has located no document, in any direction, naming an African rights holder in connection with Akazoo.
Akazoo Ghana’s registration number, incorporation date, shareholding percentage and current status could not be established. Ghana operates no public company register API, and the Registrar General’s eGovernment portal did not resolve when queried on 3 October 2026.
Who holds Akazoo Ghana now could not be established. Akazoo S.A. ceased to be a person with significant control of its UK parent on 7 January 2023, and the register records an individual in its place.
Mr Martin Clive Boulton’s role could not be established beyond the register entries. The Companies House officer search returns multiple profiles for a person of that name and date of birth with 61 appointments in total. This desk draws no conclusion from that and makes no claim about his involvement in anything described above.
Whether any portion of the $38.8 million disgorgement, or the $35 million paid to investors, reached any rights holder could not be established. The judgment directs the money to investors in the private securities litigation, not to creditors or licensors.
MusicBrainz is not applicable to this record: no release, recording or label relationship is at issue. The site’s EDGAR full-text search command returned HTTP 500 when run, so the filings were located directly through the EDGAR company and submissions endpoints instead.
