Item 1.01. Entry into a Material Definitive Agreement.

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 25, 2022, The Music Acquisition Corporation (the "Company") issued two unsecured promissory notes (the "Notes"), each in the principal amount of up to $250,000 to (i) Neil Jacobson, the Company's Chief Executive Officer and a manager of Music Acquisition Sponsor, LLC, the Company's sponsor (the "Sponsor"), and (ii) Todd Lowen, the Company's Chief Financial Officer and Chief Operating Officer and a manager of the Sponsor, (each, a "Lender" and collectively, the "Lenders"), of which $40,000 was funded by the Lenders upon execution of the Note. The Notes do not bear interest and the principal balance will be payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective (such date, the "Maturity Date"). In the event the Company consummates its initial business combination, the respective Lender has the option on the Maturity Date to convert all or any portion of the principal outstanding under the respective Note into that number of warrants ("Working Capital Warrants") equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering (the "IPO"), as described in the prospectus for the IPO dated February 2, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. Each Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Notes are qualified in its entirety by reference to the full text of the Notes, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Promissory Note issued in favor of Neil Jacobson, dated February 25, 2022
10.2            Promissory Note issued in favor of Todd Lowen, dated February 25, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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