UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Staff Statement”). The Staff Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many SPACs, which provisions are similar to those contained in the warrant agreement governing the warrants of Liberty Media Acquisition Corporation (the “Company”), require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings. The Company has previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity in the Company’s audited balance sheet as of January 26, 2021 (the “Closing Date Balance Sheet”) included in its Current Report on Form 8-K filed with the SEC on February 1, 2021. For a full description of the warrants, refer to the prospectus related to the Company’s initial public offering filed with the SEC on January 25, 2021 (the “IPO Prospectus”). The parent of the Company's sponsor, Liberty Media Corporation (“Liberty Media”), filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 with the SEC on May 7, 2021. Liberty Media made certain determinations impacting the condensed consolidated financial statements of Liberty Media, including its determination that the warrants have certain provisions that require the warrants to be accounted for as a liability measured at fair value.
The Company continues to evaluate the Staff Statement with respect to the Company’s accounting treatment of the Company’s warrants, and other related accounting matters. As the Company continues to assess the accounting treatment, it is also currently in the process of assessing the materiality of any required adjustments to the Closing Date Balance Sheet and concurrently evaluating the materiality of this matter and other related accounting matters in accordance with Staff Accounting Bulletin 99.
This report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the accounting treatment of the Company’s warrants and other related accounting matters. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, changes in applicable laws or regulations or accounting guidance. These forward-looking statements speak only as of the date of this report, 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 the expectations of the Company with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the IPO Prospectus.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2021
Liberty Media Acquisition Corporation | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Senior Vice President | ||
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