UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 45, ~~2022~~2023

Altaba Inc.

(Exact name of registrant as specified in its charter)

Delaware		811-23264		77-0398689
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

P.O. Box 278, Commack, New York		11725
P.O. Box 278 Commack, New York		11725
(Address of principal executive offices)		(Zip Code)

~~Registrants~~Registrant’s telephone number, including area code: (646) 679-2000

(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 ~~(see General Instruction A.2. below)~~:

☐

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 Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

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 ☐

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. ☐

Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

~~Unaudited~~The ~~Consolidated~~Fund ~~Statement~~today announced that the Board approved a liquidating distribution of ~~Assets~~$0.68 ~~and~~per ~~Liabilities~~share of the Fund’s common stock, par value $0.001 per share, or $353,267,728 in the aggregate (the “Liquidating Distribution”), which will be payable on January 13, 2023.

OnAs ~~November 4,~~previously ~~2022~~announced, ~~Altaba~~at ~~Inc.,~~ a special ~~Delaware~~meeting ~~corporation~~of stockholders held on June 27, ~~published~~2019, ~~its~~stockholders ~~unaudited~~of ~~consolidated~~the ~~statement~~Fund approved a Plan of ~~assets~~Complete Liquidation and ~~liabilities~~Dissolution ~~for~~ (the ~~quarter~~“Plan”), ~~ended September 30~~pursuant to which, ~~2022. The~~the ~~unaudited~~Fund ~~consolidated~~filed ~~statement~~a certificate of ~~assets~~dissolution ~~and~~with ~~liabilities~~the isSecretary ~~attached~~of State ~~hereto~~of asthe ~~Exhibit~~State 99of Delaware to dissolve the Fund on October 4, 2019.1.

~~The~~On ~~information disclosed~~May 28, ~~under~~2020, ~~this~~as ~~Item~~part ~~2.02~~of isthe ~~being~~Fund’s ~~furnished~~court-supervised ~~and~~wind-up ~~shall~~proceedings ~~not~~pursuant ~~be deemed~~ to beSections ~~“filed”~~280 ~~for~~and ~~purposes~~281(a) of ~~Section 18~~the ofGeneral ~~the~~Corporation ~~Securities~~Law ~~Exchange~~of ~~Act~~the State of ~~1934~~Delaware ~~and~~(the ~~shall~~“DGCL”) ~~not~~pending bebefore ~~deemed~~the ~~incorporated~~Court byof ~~reference~~Chancery ~~into~~of ~~any~~the ~~filing~~State ~~made~~of ~~under~~Delaware (the ~~Securities~~“Chancery ~~Act~~Court”), ofthe ~~1933,~~Fund ~~except~~filed asa ~~expressly~~verified ~~set~~petition ~~forth~~for bydeterminations ~~specific~~pursuant ~~reference~~to inSection 280 ~~such~~of ~~filing~~the DGCL (the “Chancery Action”).

~~Item~~On 8June 18, 2020, the United States Department of Justice (the “DOJ”), on behalf of the United States Internal Revenue Service (the “IRS”), filed a Notice of Removal in the Chancery Court removing claims of the IRS in the Chancery Action to the United States District Court for the District of Delaware (the “District of Delaware”).01 ~~Other~~The ~~Events~~Fund, together with the DOJ, filed with the District of Delaware a Joint Motion Regarding Claims Raised by Claimant the Internal Revenue Service, following which the District of Delaware entered an order on October 26, 2020 (the “Order”) establishing a separate account in the Fund’s name with the purpose of holding an agreed upon amount as security for the claims asserted by the IRS (the “Agreed Security Amount”).

~~Tax~~During ~~Updates~~the second quarter of 2022, the IRS approved a reduction to the Agreed Security Amount of approximately $11 million that allowed the Fund to make a distribution of such amount after October 2022. In determining the aggregate amount to be distributed in the Liquidating Distribution, the Board also took into consideration other contingencies affecting the Fund to determine the amount of funds to authorize for distribution, including, among other things, the receipt of state income tax refunds received of approximately $82 million and release of certain supplemental reserves totaling $238 million that the Fund determined were not needed.

InThe ~~September~~Liquidating ~~2022,~~Distribution atrepresents ~~the~~a ~~Fund’s request,~~partial ~~the~~distribution ~~IRS~~of ~~Exam team transferred jurisdiction over~~ the ~~Fund’s~~remaining ~~2017,~~assets ~~2018 and 2019 tax years to the IRS Independent Office~~ of ~~Appeals (“IRS Appeals”). In conjunction with~~ the ~~appeals process, the~~ Fund. ~~extended~~Further ~~the~~information ~~statute~~regarding ~~of limitations on assessment for~~ the ~~2018~~ amount and ~~2019~~timing ~~tax years to November 2023. For 2017, the statute~~ of ~~limitations~~any onsubsequent ~~assessment~~liquidating ~~expired~~distributions onto ~~October 15,~~stockholders ~~2021,~~will ~~and~~be ~~the~~provided ~~Fund~~in issubsequent ~~currently~~press ~~contesting~~releases ~~the~~or ~~IRS’s~~filings ~~proposed~~with ~~denial of~~ the ~~Fund’s timely-filed~~SEC ~~claim~~as ~~for~~such ~~refund~~information ofbecomes ~~taxes the Fund previously paid~~available.

IfA ~~the~~copy ~~Fund~~of isthe ~~unable~~press torelease ~~resolve~~issued ~~these~~by ~~proposed adjustments with IRS Appeals on an acceptable basis,~~ the Fund ~~plans~~on ~~to pursue judicial remedies~~January 5, ~~which~~2023 ~~may~~announcing ~~include filing a petition for redetermination with~~ the ~~United~~Liquidating ~~States~~Distribution ~~Tax~~is ~~Court~~filed orherewith ~~similar~~as ~~actions~~Exhibit 99.1 inand ~~other~~is incorporated ~~courts~~herein asby ~~appropriate~~reference.

~~Item~~CAUTIONARY ~~9.01~~STATEMENT ~~Financial~~REGARDING ~~Statements~~FORWARD-LOOKING ~~and~~INFORMATION ~~Exhibits.~~

~~(d)~~This document contains forward-looking statements concerning the Fund’s liquidation and dissolution pursuant to the Plan. Without limiting the foregoing, ~~Exhibits~~words or phrases such as “will likely result,” “are expected to,” “will continue,” “anticipate,” “estimate,” “project,” “believe,” “intend” or similar expressions are intended to identify forward-looking statements. These statements are not statements of historical facts and do not reflect historical information. Forward-looking statements are subject to numerous risks and uncertainties and actual results may differ materially from those statements. Such risks and uncertainties relate to, among other things: the availability, timing and amount of liquidating distributions; the amounts that will need to be set aside by the Fund; the adequacy of such reserves to satisfy the Fund’s obligations; the ability of the Fund to favorably resolve certain potential tax claims, litigation matters and other unresolved contingent liabilities of the Fund; the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations; and the incurrence by the Fund of expenses relating to the liquidation and dissolution. Further information regarding the risks, uncertainties and other factors that could cause actual results to differ from the results in these forward-looking statements are discussed under the section “Principal Risks” in the certified shareholder report of registered management investment companies we filed with the SEC on February 11, 2022. Please carefully consider these factors, as well as other information contained in the Proxy Statement, and in the Fund’s periodic reports and documents filed with the SEC. The forward-looking statements included in this document are made only as of the date hereof.

The ~~following~~Fund ~~exhibit~~does not undertake any obligation to update or supplement such forward-looking statements to reflect events or circumstances after the date hereof, except as required by law. Because the Fund is ~~furnished~~an ~~with~~investment company, the forward-looking statements and projections in this ~~report~~press onrelease ~~Form~~are ~~8-K:~~excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

~~99.1~~Item ~~Altaba Inc~~9.01. ~~unaudited~~Financial ~~consolidated~~Statements ~~statement of assets~~ and ~~liabilities~~Exhibits.

~~SIGNATURE~~(d) Exhibits

~~Pursuant~~Exhibit to99.1 ~~the~~Press ~~requirements~~Release of ~~the~~Altaba ~~Securities Exchange Act of 1934~~Inc., ~~the~~issued ~~registrant has duly caused this report to be signed~~ on ~~its~~January ~~behalf~~5, ~~by the undersigned hereunto duly authorized.~~ 2023

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.


ALTABA INC.

By:		/s/ Alexi A. Wellman
Name:		Alexi A. Wellman
Title:		Chief Executive, Financial and Accounting Officer

Date: January 5, 2023

ALTABA INC.

Date: November 4, 2022

/s/ Alexi A. Wellman

Alexi A. Wellman

Chief Executive, Financial and Accounting Officer

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