Item 8.01 Other Events.
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:
Exhibit
No. Description of Exhibits
99.1 Audited Balance Sheet, as of January 26, 2021 (Restated).
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101)
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