Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding completing an initial business combination, the consequences of not completing an initial business combination, the release of funds held in the Trust Account (as defined below), the availability of working capital and borrowing capacity, the use of funds outside the Trust Account, the payment of deferred underwriting commissions to the underwriters of our IPO (as defined below), the payment of fees in connection with our services agreement and facilities sharing agreement with Liberty Media Corporation ("LMC"), the impact of accounting standards on our financial statements, fluctuations in interest rates and foreign exchange rates, and our obligations under the forward purchase agreement we entered into in connection with our IPO. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

? our being a newly incorporated company with no operating history and no

revenue;

? our ability to select an appropriate target business or businesses;

? our ability to complete our initial business combination;

? our expectations around the performance of a prospective target business or

businesses;

? our success in retaining or recruiting, or changes required in, our officers,

key employees or directors following our initial business combination;

our directors and officers allocating their time to other businesses and

? potentially having conflicts of interest with our business or in approving our

initial business combination;

actual and potential conflicts of interest relating to LMC, our Sponsor (as

? defined below) and other entities in which members of our management team are

involved;

? our potential ability to obtain additional financing to complete our initial

business combination including from our Sponsor, LMC or other third parties;

? our pool of prospective target businesses, including the location and industry

of such target businesses;

our ability to consummate an initial business combination due to the

? uncertainty resulting from the COVID-19 pandemic and other events (such as

terrorist attacks, armed conflicts, natural disasters or a significant outbreak

of other infectious diseases);

? the ability of our officers and directors to generate a number of potential

initial business combination opportunities;

the voting structure of our common stock, including any potential adverse

effect on our ability to complete an initial business combination timely or

? cost effectively, and, following our initial business combination, our status

as a controlled company and the ability of our Sponsor and LMC to exercise

control over our policies and operations, each as a result of the high vote

feature of our Series B common stock;

? our public securities' potential liquidity and trading;

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? the lack of a market for our securities;

? the use of proceeds not held in the Trust Account or available to us from

interest income on the Trust Account balance;

? the Trust Account not being subject to claims of third parties;

? the classification of our warrants as liabilities; and

? our financial performance following our IPO.

For additional risk factors, please see our Annual Report on Form 10-K for the year ended December 31, 2021 (as filed with the SEC on March 31, 2022). These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed financial statements and the notes thereto.

Overview

The accompanying financial statements and the other information herein refer to Liberty Media Acquisition Corporation as "LMAC," the "Company," "us," "we" and "our" unless the context otherwise requires. We are a blank check company incorporated in Delaware on November 6, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar initial business combination with one or more businesses. Our sponsor is Liberty Media Acquisition Sponsor, LLC, a Delaware limited liability company ("Sponsor").

On November 6, 2020, the Sponsor purchased 17,250,000 shares of the Company's Series F common stock, par value $0.0001 per share (the "Founder Shares"), for an aggregate price of $25,000. On November 18, 2020, the Sponsor contributed an aggregate of 2,875,000 Founder Shares to the Company's capital for no consideration resulting in the Sponsor holding an aggregate of 14,375,000 Founder Shares, including 1,875,000 Founder Shares that were subject to forfeiture for no consideration to the extent that the underwriters' over-allotment option was not exercised in full or in part. On January 26, 2021, the underwriter exercised the full over-allotment option and therefore the 1,875,000 Founder Shares are no longer subject to forfeiture. The fair value of the Founder Shares at date of our initial public offering ("IPO") was determined to be approximately $139,000,000 based on the value of the Series A common stock that was issued on the same day as a proxy for value. The value of these shares will not ultimately be realized until an initial business combination is completed.

The registration statement for our IPO became effective on January 21, 2021. On January 26, 2021, we consummated 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 consummation of the 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 concurrent with the closing of the IPO, the Company completed the private placement of 10,000,000 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant, to our Sponsor, generating gross proceeds to the Company of $15,000,000 (the "Private Placement"). 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

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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 consummation of the 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 issuance of the Private Placement Warrants was 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 (the "Trust Account"). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the consummation of the initial business combination; (2) the redemption of any Series A Common Stock properly submitted in connection with a stockholder vote to amend the Company's Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company's obligation to allow redemptions in connection with the initial business combination or to redeem 100% of its Series A Common Stock if the Company does not complete its initial business combination within 24 months from the closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO, which we refer to as an "agreement in principle event") or (B) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity; and (3) the redemption of all of the Series A Common Stock if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or 27 months if an agreement in principle event has occurred), subject to applicable law.

Our Sponsor, executive officers and directors have agreed that we only have 24 months from the closing of the IPO to complete an initial business combination (or 27 months if an agreement in principle event has occurred). If we have not completed an initial business combination within such 24-month period (or 27 months if an agreement in principle event has occurred) or during any extended time that we have to consummate an initial business combination beyond 24 months (or 27 months if an agreement in principle event has occurred) as a result of a stockholder vote to amend our Amended and Restated Certificate of Incorporation, we will: (1) cease all operations except for the purposes of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Series A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding shares of Series A Common Stock, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination within such 24-month period (or 27 months if an agreement in principle event has occurred).

Results of Operations

From November 6, 2020 (inception) until our IPO on January 26, 2021, our entire activity was in preparation for our IPO, and, following our IPO through March 31, 2022, our entire activity has been limited to the search for a prospective initial business combination. The following table is a summary of our operating results:



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                                                        Three Months Ended
                                                            March 31,
                                                       2022              2021
General, administrative and formation
costs                                         $       (1,186,098)        (851,101)
Loss from operations                                  (1,186,098)        (851,101)

Other income/(expense)
Interest expense                                        (106,636)                -
Interest income on marketable securities
held in Trust Account                                      51,262           10,083
Realized and unrealized gains (losses),
net                                                    36,648,865     (56,416,060)
Total other income/(expense)                           36,593,491     (56,405,977)

Income (Loss) before provision for income
taxes                                         $        35,407,393     (57,257,078)

General, administrative and formation costs increased $334,997 during the three months ended March 31, 2022, as compared to the same period in the prior year, primarily due to an increase in legal fees.

Interest expense increased $106,636 during the three months ended March 31, 2022, as compared to the same period in the prior year. Interest expense is non-cash and is related entirely to the Working Capital Loan (see note 4 to the accompanying condensed financial statements).

Interest income on marketable securities held in the Trust Account increased $41,179 during the three months ended March 31, 2022, as compared to the same period in the prior year, primarily due to an increase in dividends received and reinvested in the Trust Account.

Realized and unrealized gains (losses), net increased $93,064,925 during the three months ended March 31, 2022, as compared to the same period in the prior year. Changes in the fair value of financial instruments recognized in the condensed statements of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares.

Liquidity and Capital Resources

As of March 31, 2022, we had $476,806 in cash which, along with other assets, resulted in a working capital deficit of $1,431,446. Excluding the Sponsor loans (included in current liabilities) the Company has a working capital surplus of $403,015.

Our liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of Founder Shares to our Sponsor, and loan proceeds from our Sponsor of $169,933 under a promissory note we entered into with our Sponsor (the "Note"). We repaid the Note in full on January 26, 2021. Subsequent to the consummation of the IPO, our liquidity needs have been satisfied through the net proceeds held outside of the Trust Account from the consummation of the IPO and the Private Placement. See "Overview" for additional information regarding the IPO, Private Placement and Trust Account. Additionally, on April 15, 2021, the Company entered into a Working Capital Loan with the Sponsor (see note 4 to the notes to the accompanying condensed financial statements). During the first quarter of 2022, we amended the Working Capital Loan to increase the aggregate principal to $4,000,000. As of March 31, 2022, we had borrowed $2,000,000 on the Working Capital Loan. In April 2022, we borrowed an additional $500,000 under the Working Capital Loan.

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Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of the consummation of the initial business combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, payments under the shared services and facilities sharing arrangements, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial business combination. If the Company's estimate of the costs of undertaking due diligence and other activities related to consummating the initial business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor and/or third parties. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

We do not have any long-term debt obligations, finance lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

On January 26, 2021, we entered into a services agreement and facilities sharing agreement pursuant to which we pay LMC and certain of its subsidiaries a total of $91,666 per month for office space, administrative and support services.

The underwriters are entitled to underwriting discounts and commissions of 5.5%, of which 2.0% ($11,500,000) was paid at the closing of the IPO and 3.5% ($20,125,000) was deferred. The deferred underwriting discount will be paid to the underwriters upon the consummation of the initial business combination subject to the terms of the underwriting agreement.

Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the accompanying financial statements.

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