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 Securities and Exchange Commission (the “SEC”) released a public statement (the “Staff Statement”) informing market participants that warrants issued by special purpose acquisition companies may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Liberty Media Acquisition Corporation (the “Company”) previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity. For a description of the Company’s warrants, please refer to the Company’s final prospectus filed with the SEC in connection with its initial public offering on January 25, 2021.
On May 12, 2021, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), after considering the recommendations of management, determined that the audited balance sheet of the Company, dated as of January 26, 2021 (the “Balance Sheet”) and included in a Current Report on Form 8-K filed by the Company on February 1, 2021, should no longer be relied upon due to changes required for alignment with the Staff Statement. Following consideration of the Staff Statement, it was concluded that the Company’s outstanding warrants do not meet the conditions to be classified in equity and instead should be recorded as liabilities on the Balance Sheet. Additionally, it was determined that the number of shares of Series A common stock subject to possible redemption should include all shares of Series A common stock, which resulted in a reclassification between temporary and permanent equity. The Form 10-Q that is being filed concurrently with this Current Report on Form 8-K reflects the reclassification of the warrants as liabilities, the reclassification to temporary equity and sets forth through expanded disclosure in the financial statements the restatement and its impact on the previously reported amounts in the Balance Sheet.
The Audit Committee and management have discussed the matters disclosed in this Item 8.01 with Marcum LLP, its independent registered public accounting firm.
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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 17, 2021
Liberty Media Acquisition Corporation | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Senior Vice President | ||
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