Item 3.03 Material Modification to Rights of Security Holders.
On November 14, 2022, stockholders of Liberty Media Acquisition Corporation (the
"Company") approved an amendment (the "Charter Amendment") to the Amended and
Restated Certificate of Incorporation of the Company (the "Charter") to, among
other things: (a) change the date (the "Original Termination Date") by which the
Company must either (i) consummate a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the "Initial Business Combination"), or (ii) if the
Company fails to complete such Initial Business Combination by the Original
Termination Date, cease all operations, except for the purpose of winding up,
and, subject to and in accordance with the Charter, redeem all of the shares of
Series A common stock, par value $0.0001 per share, of the Company ("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
(b) delete the definition, "Agreement in Principle Event." The Company filed
the Charter Amendment with the Secretary of State of the State of Delaware on
November 14, 2022.
The Charter Amendment changes the Original Termination Date from January 26,
2023 (or April 26, 2023 if an Agreement in Principle Event (as defined in the
Charter) has occurred) to such other date as shall be determined by the Board of
Directors of the Company and publicly announced by the Company, provided that
such other date shall be no sooner than the date of the effectiveness of the
amendment to the Charter pursuant to the Delaware General Corporation Law and no
later than December 30, 2022 (such date, the "Amended Termination Date").
On November 15, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference, announcing (i) the approval and filing of the Charter
Amendment and (ii) that the Board of Directors of the Company has set December
1, 2022 as the Amended Termination Date.
A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated herein by reference.
At the Company's special meeting of stockholders held on November 14, 2022 (the
"Special Meeting"), the following proposals were considered and acted upon by
the stockholders of the Company: (a) a proposal to approve the Charter Amendment
(the "Amendment Proposal"); and (b) a proposal to approve the adjournment of the
Special Meeting from time to time to solicit additional proxies in favor of the
Amendment Proposal or if otherwise determined by the chairperson of the Special
Meeting to be necessary or appropriate (the "Adjournment Proposal"). The number
of votes cast for or against, as well as the number of abstentions as to each
proposal, are set forth below.
1. Amendment Proposal
Votes For Votes Against Abstentions
50,637,863 5,359,591 12,677
Accordingly, the Amendment Proposal was approved.
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
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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 15, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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