Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously announced, on November 15, 2022, the Board of Directors (the “Board”) of Liberty Media Acquisition Corporation (the “Company”) determined that if the Company has not consummated an initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended), by December 1, 2022 (the “Termination Date”), the Company shall (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days after the Termination Date, redeem (the “Redemption”) 100% of the shares of Series A common stock, par value $0.0001 per share, of the Company (the “Series A Common Stock”), included as part of the units sold in the Company’s initial public offering (the “IPO”), whether such shares were purchased in the IPO or in the secondary market following the IPO (including shares sold pursuant to the underwriters’ overallotment option, collectively, the “Public Shares”); and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law to provide for claims of creditors and other requirements of applicable law.
On November 21, 2022, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the anticipated Redemption, liquidation and dissolution; and (ii) requested that Nasdaq (A) suspend trading of the Company’s shares of Series A Common Stock, redeemable warrants to purchase shares of Series A Common Stock (the “Redeemable Warrants”) and units, each consisting of one share of Series A Common Stock and one-fifth of one Redeemable Warrant (the units, together with the Series A Common Stock and the Redeemable Warrants, the “Securities”) effective before the opening of trading on December 1, 2022, and (B) file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Securities will no longer be listed on Nasdaq.
The Company expects that Nasdaq will file Form 25 with the SEC on December 1, 2022, upon which the delisting of the Company’s Securities will become effective. Following that, the Company intends to file Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.
In connection with the foregoing matters, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.