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 1421, 2022

Liberty Media Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39920

85-3809075

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5800

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:

T
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Series A common stock and one-fifth of one redeemable warrant	LMACU	The Nasdaq Stock Market LLC
Series A common stock, par value $0.0001 per share	LMACA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Series A common stock at an exercise price of $11.50	LMACW	The Nasdaq Stock Market LLC

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 3.0301 ~~Material~~Notice ~~Modification~~of Delisting or Failure to ~~Rights~~Satisfy ofa ~~Security~~Continued ~~Holders.~~Listing Rule or Standard; Transfer of Listing

~~On November~~As ~~14,~~previously ~~2022~~announced, ~~stockholders~~on ofNovember ~~Liberty~~15, ~~Media~~2022, ~~Acquisition Corporation (~~the ~~“Company”)~~Board ~~approved~~of anDirectors ~~amendment~~ (the “~~Charter Amendment~~Board”) ~~to the Amended and Restated Certificate~~ of ~~Incorporation~~Liberty ofMedia ~~the~~Acquisition ~~Company~~Corporation (the “~~Charter~~Company”) ~~to,~~determined ~~among~~that ~~other~~if ~~things: (a) change~~ the ~~date~~Company ~~(the~~has ~~“Original~~not ~~Termination~~consummated ~~Date”)~~an byinitial ~~which~~Business ~~the~~Combination ~~Company~~(as ~~must~~defined ~~either~~in ~~(i) consummate~~the aCompany’s ~~merger,~~Amended ~~capital~~and ~~stock~~Restated ~~exchange,~~Certificate ~~asset~~of ~~acquisition~~Incorporation, ~~stock~~as ~~purchase~~amended), ~~reorganization~~by orDecember ~~similar~~1, ~~business~~2022 ~~combination with one or more businesses~~ (the “~~Initial~~Termination ~~Business Combination~~Date”), ~~or (ii) if~~ the Company ~~fails~~shall to(i) ~~complete such Initial Business Combination by the Original Termination Date,~~ cease all operations, except for the purpose of winding up,; ~~and~~(ii) as promptly as reasonably possible, ~~subject~~but tonot ~~and~~more inthan ~~accordance~~ten ~~with~~business days after the ~~Charter~~Termination Date, redeem ~~all~~(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 (biii) ~~delete~~ as promptly as reasonably possible following the ~~definition~~Redemption, ~~“Agreement~~subject into ~~Principle~~the ~~Event.” The~~approval of the remaining stockholder(s) of the Company ~~filed~~and the ~~Charter~~Board ~~Amendment~~in accordance with ~~the~~applicable ~~Secretary~~law, ofdissolve ~~State~~and ofliquidate, subject in each case to the ~~State~~Company’s ofobligations under the Delaware onGeneral ~~November~~Corporation ~~14,~~Law ~~2022~~to provide for claims of creditors and other requirements of applicable law.

~~The~~On ~~Charter~~November ~~Amendment~~21, ~~changes~~2022, the ~~Original~~Company ~~Termination~~(i) ~~Date~~notified ~~from~~the ~~January 26,~~Nasdaq ~~2023~~Stock Market LLC (or“Nasdaq”) ~~April 26~~of the anticipated Redemption, ~~2023~~liquidation ifand andissolution; ~~Agreement~~and in(ii) requested ~~Principle~~that ~~Event~~Nasdaq (asA) suspend ~~defined~~trading inof the ~~Charter)~~Company’s ~~has~~shares ~~occurred)~~of toSeries ~~such~~A ~~other~~Common ~~date~~Stock, asredeemable ~~shall~~warrants beto ~~determined~~purchase byshares of Series A Common Stock (the ~~Board~~“Redeemable Warrants”) and units, each consisting of ~~Directors~~one share of ~~the~~Series ~~Company~~A Common Stock and ~~publicly~~one-fifth ~~announced~~of byone Redeemable Warrant (the ~~Company~~units, ~~provided~~together ~~that~~with ~~such~~the ~~other~~Series ~~date~~A ~~shall~~Common beStock noand ~~sooner~~the ~~than~~Redeemable Warrants, the ~~date~~“Securities”) ofeffective before the ~~effectiveness~~opening of ~~the~~trading ~~amendment~~on toDecember 1, 2022, and (B) file with the ~~Charter~~Securities ~~pursuant~~and toExchange Commission (the ~~Delaware~~“SEC”) ~~General~~a ~~Corporation~~Form ~~Law~~25 Notification of Removal from Listing and/or noRegistration ~~later~~(“Form ~~than~~25”) ~~December 30,~~to ~~2022~~delist and deregister the Securities under Section 12(~~such~~b) ~~date~~of the Securities Exchange Act of 1934, as amended (the “~~Amended~~Exchange ~~Termination Date~~Act”). As a result, the Securities will no longer be listed on Nasdaq.

OnThe ~~November~~Company ~~15,~~expects ~~2022,~~that Nasdaq will file Form 25 with the ~~Company~~SEC ~~issued~~on aDecember ~~press~~1, ~~release~~2022, aupon ~~copy~~which the delisting of ~~which~~the isCompany’s ~~attached~~Securities aswill ~~Exhibit~~become 99effective.1 toFollowing ~~this~~that, ~~Current~~the ~~Report~~Company onintends to file Form ~~8-K~~15 Certification and ~~incorporated~~Notice ~~herein~~of byTermination ~~reference,~~of ~~announcing~~Registration ~~(i)~~with the ~~approval~~SEC, ~~and~~requesting ~~filing~~that of the ~~Charter~~Company’s ~~Amendment~~reporting ~~and~~obligations ~~(ii)~~under ~~that~~Sections ~~the~~13 ~~Board~~and of15(d) ~~Directors~~ of the ~~Company~~Exchange ~~has~~Act ~~set~~be ~~December~~terminated 1,with ~~2022~~respect asto the ~~Amended Termination Date~~Securities.

AIn ~~copy~~connection ofwith the ~~Charter~~foregoing ~~Amendment~~matters, isthe ~~filed~~Company ~~herewith~~issued a press release, a copy of which is attached as Exhibit 399.1 ~~and~~to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

The information set forth in Item 3.0301 above of this Current Report on Form 8-K is incorporated ~~herein~~ by reference herein.

AtIn the ~~Company’s~~Redemption, ~~special~~the ~~meeting~~Public ofShares ~~stockholders~~will ~~held~~be onredeemed ~~November~~at ~~14,~~a ~~2022~~per-share ~~(the “Special Meeting”)~~price, ~~the~~payable ~~following~~in ~~proposals~~cash, ~~were~~equal ~~considered~~to ~~and~~the ~~acted~~quotient ~~upon~~obtained by ~~the~~dividing ~~stockholders of~~ (A) the ~~Company:~~aggregate ~~(a)~~amount athen ~~proposal~~on todeposit ~~approve~~in the ~~Charter~~trust ~~Amendment~~account, including interest (~~the~~net ~~“Amendment~~of ~~Proposal”);~~taxes payable, and ~~(b)~~less aup ~~proposal~~ to ~~approve~~$100,000 ~~the adjournment~~ of ~~the~~such ~~Special~~net ~~Meeting~~interest ~~from~~to ~~time~~pay todissolution ~~time~~expenses) to(the ~~solicit~~“Redemption ~~additional~~Amount”), ~~proxies~~by in(B) the ~~favor~~total number of ~~the~~then ~~Amendment~~outstanding ~~Proposal~~Public orShares. ifThe ~~otherwise~~redemption ~~determined~~will bycompletely ~~the~~extinguish ~~chairperson~~rights of the ~~Special~~holders ~~Meeting~~of toPublic beShares ~~necessary~~(including orthe ~~appropriate~~right ~~(the~~to ~~“Adjournment~~receive ~~Proposal”~~further liquidating distributions, if any). ~~The~~There ~~number~~will ofbe ~~votes~~no ~~cast~~redemption ~~for~~rights or ~~against,~~liquidating asdistributions ~~well~~with asrespect to the ~~number~~Redeemable ofWarrants, ~~abstentions~~which aswill toexpire ~~each~~worthless ~~proposal,~~upon ~~are~~the ~~set~~liquidation ~~forth~~of ~~below~~the Company.

1Following 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. ~~Amendment~~The ~~Proposal~~Company estimates that the total Redemption Amount will be approximately $130,694,860, and the per-share Redemption Amount will be approximately $10.07.

Votes For		Votes Against		Abstentions
50,637,863		5,359,591		12,677

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

~~Accordingly~~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 ~~Amendment~~Company ~~Proposal~~expressly ~~was~~disclaims ~~approved~~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.

2. Adjournment Proposal

Votes For		Votes Against		Abstentions
50,572,118		5,420,000		18,013

Accordingly, the Adjournment Proposal was approved.

In connection with the approval and implementation of the Charter Amendment, the holders of 44,520,391 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per

share, for an aggregate redemption amount of approximately $448,286,713. Following such redemptions, 12,979,609 Public Shares remain outstanding.

Item 8.01 Other Events.

In connection with the dissolution and winding up of the Company, the Company has terminated the Forward Purchase Agreement dated January 21, 2021 between the Company and Liberty Media Acquisition Sponsor LLC (the “Sponsor”) and has amended the Letter Agreement, dated January 21, 2021 among the Company, the Sponsor and the Company’s executive officers and directors to allow the Sponsor and the Company’s executive officers and directors to redeem its or their Public Shares in connection with the dissolution and winding up of the Company. The Company intends to amend and terminate, to the extent necessary, certain of its other material contracts in connection with the winding up of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation
99.1		Press Release dated November 21, 2022
99.1		Press Release dated November 15, 2022
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: November 1521, 2022


	Liberty Media Acquisition Corporation


	By:	/s/ Wade Haufschild
		Name: Wade Haufschild
		Title: Senior Vice President

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