Amended Current Report Filing (8-k/a)
31 March 2022 - 9:22PM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 26, 2021
Liberty Media Acquisition Corporation
(Exact name of registrant as specified
in its charter)
Delaware |
001-39920 |
85-3809075 |
(State or other jurisdiction
of incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
|
|
12300 Liberty Boulevard
Englewood, CO |
|
80112 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(720) 875-5800
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
Title of each class |
|
Trading
Symbol(s) |
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|
Name of each exchange
on which registered |
Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant |
|
LMACU |
|
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
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Series A common stock, par value $0.0001 per share |
|
LMACA |
|
|
The Nasdaq Stock Market LLC |
|
|
|
|
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Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50 |
|
LMACW |
|
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
x |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
On February 1, 2021, Liberty Media
Acquisition Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report
the completion of its initial public offering of units and private placement of warrants on January 26, 2021. The Original 8-K
included an audited balance sheet of the Company as of January 26, 2021 reflecting receipt of the offering proceeds as Exhibit 99.1
thereto. On March 29, 2022, the Company filed a Current Report on Form 8-K disclosing under Item 4.02 that the audit committee of
the board of directors of the Company determined that, among other things, the Company’s audited balance sheet as of January
26, 2021 filed as Exhibit 99.1 to the Original 8-K should no longer be relied upon and should be restated. The Company is filing
this Amendment No.1 on Form 8-K/A (the "Amendment") in order to amend the Original 8-K to include a restated audited balance sheet
of the Company as of January 26, 2021, as described further in note 2 to the accompanying restated audited balance sheet. Except as described above, no other information included in the Original 8-K is being amended or updated by this Amendment, and this Amendment
does not purport to reflect any information or events subsequent to the Original 8-K. This Amendment continues to describe the conditions
as of the date of the Original 8-K and, except as expressly contained herein, the Company has not updated, modified or supplemented the
disclosures contained in the Original 8-K. Accordingly, this Amendment should be read in conjunction with the Original 8-K and with the
Company’s filings with the SEC subsequent to the Original 8-K.
As previously reported, on January 26,
2021, Liberty Media Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”)
of 57,500,000 units (the “Units”), including 7,500,000 Units sold pursuant to the full exercise of the underwriters’
over-allotment option. Each Unit consists of one share of Series A common stock of the Company, par value $0.0001 per share (“Series
A Common Stock”), and one-fifth of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to
purchase one share of Series A Common Stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion
of the Company's initial business combination and 12 months from the closing of the IPO. The Units were sold at a price of $10.00 per
Unit, generating gross proceeds to the Company of $575,000,000.
Substantially concurrently with the
closing of the IPO, the Company completed the private sale of 10,000,000 warrants (the “Private Placement Warrants”)
at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, Liberty Media Acquisition Sponsor LLC (the
“Sponsor”), generating gross proceeds to the Company of $15,000,000. The Private Placement Warrants are identical to
the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1)
they will not be redeemable by the Company; (2) they (including the Series A Common Stock issuable upon exercise of these warrants) may
not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the
Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the
Series A Common Stock issuable upon exercise of these warrants) are entitled to registration rights.
A total of $575,000,000, comprised of proceeds
from the IPO and the sale of the Private Placement Warrants, including $20,125,000 of the underwriters’ deferred discount, were
placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting
as trustee.
An audited balance sheet as of January 26, 2021,
reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Warrants has been issued by the
Company and is included as Exhibit 99.1 to this Current Report on Form 8-K/A.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits. The following
exhibits are filed with this Form 8-K/A:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Liberty Media Acquisition Corporation |
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|
|
Date: March 30, 2022 |
By: |
/s/ Wade D. Haufschild |
|
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Name: Wade D. Haufschild |
|
|
Title: Senior Vice President |
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