Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Management of The Music Acquisition Corporation (the "Company") has re-evaluated
the Company's application of ASC 480-10-S99-3A to its accounting classification
of the redeemable shares of Class A common stock, par value $0.0001 per share
(the "Public Shares"), issued as part of the units sold in the Company's initial
public offering (the "IPO") on February 2, 2021. Historically, a portion of the
Public Shares was classified as permanent equity to maintain net tangible assets
greater than $5,000,000 on the basis that the Company will consummate its
initial business combination only if the Company has net tangible assets of at
least $5,000,001. Pursuant to such re-evaluation, the Company's management has
determined that the Public Shares include certain provisions that require
classification of the Public Shares as temporary equity regardless of the
minimum net tangible assets required to complete the Company's initial business
combination.
Therefore, on December 6, 2021, the Company's management and the audit committee
of the Company's board of directors (the "Audit Committee") concluded that the
Company's previously issued (i) audited balance sheet as of February 5, 2021
(the "Post-Initial Public Offering Balance Sheet") filed with the SEC in a
Current Report on Form 8-K on February 11, 2021 (the "Original 8-K") and (ii)
unaudited interim financial statements included in the Company's Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30,
2021, filed with the SEC on May 21, 2021 and August 16, 2021, respectively,
(collectively, the "Affected Periods"), should be restated to report all Public
Shares as temporary equity and should no longer be relied upon. As such, the
Company will restate its interim financial statements for the Affected Periods
in an amendment to the existing Q3 10-Q (the "Q3 10-Q/A") and restate the
Post-Initial Public Offering Balance Sheet in an amendment to the Original 8-K
(the "8-K/A"). The Company will also revise its earnings per share calculation
to allocate net income (loss) pro rata to Class A and Class B common stock,
which will be reflected in the Q3 10-Q/A and the 8-K/A.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the IPO.
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company intends to describe remediation with
respect to such material weakness in more detail in the forthcoming Q3 10-Q/A.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to Item 4.02 with
WithumSmith+Brown, PC, the Company's independent registered accounting firm.
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THE MUSIC ACQUISITION CORPORATION 
