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.
Item 8.01 Other Events
The information set forth in Item 3.01 above of this Current Report on Form 8-K
is incorporated by reference herein.
In the Redemption, the Public Shares will be redeemed at a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the trust account, including interest (net of taxes
payable, and less up to $100,000 of such net interest to pay dissolution
expenses) (the "Redemption Amount"), by (B) the total number of then outstanding
Public Shares. The redemption will completely extinguish rights of the holders
of Public Shares (including the right to receive further liquidating
distributions, if any). There will be no redemption rights or liquidating
distributions with respect to the Redeemable Warrants, which will expire
worthless upon the liquidation of the Company.
Following the redemptions in connection with the approval and implementation of
the Company's amendment to its Amended and Restated Certificate of Incorporation
which was filed with the Secretary of State of the State of Delaware on November
14, 2022, the total amount held in the trust account was approximately
$130,694,860, and a total of 12,979,609 Public Shares were outstanding. The
Company estimates that the total Redemption Amount will be approximately
$130,694,860, and the per-share Redemption Amount will be approximately $10.07.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the proposed early unwind, de-listing of the
Company's Securities, Redemption and Redemption Amount. These forward-looking
statements
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involve many risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements. These
forward-looking statements speak only as of the date of this Current Report on
Form 8-K, and the Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of the Company, including
its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
for risks and uncertainties related to the Company's business which may affect
the statements made in this communication.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated November 21, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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