S-1/A

As filed with the U.S. Securities and Exchange Commission on January 19, 2021

Registration No. 333-250188​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
To

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Liberty Media Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 6770
(Primary Standard Industrial
Classification Code Number) 85-3809075
(I.R.S. Employer
Identification Number)

12300 Liberty Boulevard
Englewood, CO 80112
Telephone: (720) 875-5800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Renee L. Wilm, Esq.
Liberty Media Acquisition Corporation
12300 Liberty Boulevard
Englewood, CO 80112
Telephone: (720) 875-5800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregg A. Noel, Esq.
P. Michelle Gasaway, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
(213) 687-5000 Samantha H. Crispin, Esq.
Travis J. Wofford, Esq.
Baker Botts L.L.P.
2001 Ross Avenue, Suite 900
Dallas, Texas 75201
(214) 953-6500 Paul D. Tropp, Esq.
Christopher J. Capuzzi, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 596-9000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐ 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 to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Units, each consisting of one share of Series A common stock, $0.0001 par value per share, and one-fifth of one redeemable warrant(2)	57,500,000 Units	​	$	10.00	​	$	575,000,000	​	$	62,732.50
Shares of Series A common stock included as part of the units(3)	57,500,000 Shares	​	​	—	​	​	—	​	​	—(4)
Redeemable warrants included as part of the units(3)	11,500,000 Warrants	​	​	—	​	​	—	​	​	—(4)
Total	​	​	​	​	​	$	575,000,000	​	$	62,732.50(5)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act.

(2)

Includes 7,500,000 units, consisting of 7,500,000 shares of Series A common stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

No fee pursuant to Rule 457(g) under the Securities Act.

(5)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Liberty Media Acquisition Corporation is filing this Amendment No. 3 to its registration statement on Form S-1 (File No. 333-250188) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.

Exhibits and Financial Statement Schedules.

(a)

Exhibits. The following exhibits are being filed herewith:

Exhibit	Description
1.1*	Form of Underwriting Agreement by and among the Registrant, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC.
3.1*	Restated Certificate of Incorporation of the Registrant.
3.2*	Form of Amended and Restated Certificate of Incorporation of the Registrant.
3.3*	Bylaws of the Registrant.
3.4*	Form of Amended and Restated Bylaws of the Registrant.
4.1*	Specimen certificate for units of the Registrant.
4.2*	Specimen certificate for shares of the Registrant’s Series A Common Stock.
4.3*	Specimen certificate for warrants of the Registrant (included in Exhibit 4.4).
4.4*	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
10.1*	Promissory Note, dated November 6, 2020 issued to Liberty Media Acquisition Sponsor LLC.
10.2*	Form of Letter Agreement among the Registrant, Liberty Media Acquisition Sponsor LLC and the Registrant’s executive officers and directors.
10.3*	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.4*	Form of Investor Rights Agreement between the Registrant and certain security holders.
10.5*	Securities Subscription Agreement, dated November 6, 2020, between the Registrant and Liberty Media Acquisition Sponsor LLC.
10.6*	Form of Sponsor Warrants Purchase Agreement between the Registrant and Liberty Media Acquisition Sponsor LLC.
10.7*	Form of Indemnity Agreement between the Registrant and its executive officers and directors.
10.8*	Form of Services Agreement by and between the Registrant and Liberty Media Corporation.
10.9*	Form of Facilities Sharing Agreement by and among the Registrant, Liberty Property Holdings, Inc. and Liberty Media Corporation.
10.10*	Form of Forward Purchase Agreement between the Registrant and Liberty Media Acquisition Sponsor LLC.
23.1*	Consent of Marcum LLP.
23.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
24*	Power of Attorney (included on signature page to the initial filing of this Registration Statement).
99.1*	Consent of Renee L. Wilm.
99.2*	Consent of Ajay Menon.

II-1

Exhibit	Description
99.3*	Consent of Geoffrey Y. Yang.
99.4*	Consent of John E. Welsh III.

*

Previously filed

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this Amendment No. 3 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado on January 19, 2021.

LIBERTY MEDIA ACQUISITION CORPORATION
By:	/s/ Renee L. Wilm
Name:	Renee L. Wilm
Title:	Chief Legal Officer and Chief Administrative Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gregory B. Maffei	President and Chief Executive Officer and Director (Principal Executive Officer)	January 19, 2021
* Brian J. Wendling	Chief Accounting Officer and Principal Financial Officer (Principal Financial and Accounting Officer)	January 19, 2021

*By:

/s/ Renee L. Wilm

Renee L. Wilm
Attorney-in-fact

II-3

EX-5.1

Exhibit 5.1

Skadden, Arps, Slate, Meagher & Flom llp

One Rodney Square

P.O. Box 636

Wilmington, Delaware 19899-0636

TEL: (302) 651-3000

FAX: (302) 651-3001

www.skadden.com

January 19, 2021

Liberty Media Acquisition Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

RE: Liberty Media Acquisition Corporation

Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Liberty Media Corporation, in connection with the initial public offering by Liberty Media Acquisition Corporation, a Delaware corporation (the “Company”), of up to 57,500,000 units of the Company (the “Units”) (including up to 7,500,000 Units subject to an over-allotment option), each Unit consisting 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, a “Warrant”), each Warrant exercisable for the purchase of one share of Series A Common Stock. The Units, the Series A Common Stock and Warrants, in each case, included as part of the Units, are collectively referred to herein as the “Securities.”

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinions stated herein, we have examined and relied upon the following:

(a)          the registration statement on Form S-1 (File No. 333-250188) of the Company relating to the Securities filed on November 19, 2020 with the Securities and Exchange Commission (the “Commission”) under the Securities Act, and Pre-Effective Amendments No. 1 and No. 2 thereto (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);

Liberty Media Acquisition Corporation

January 19, 2021

Page 2

(b)          an executed copy of a certificate of Michael E. Hurelbrink, Assistant Vice President and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(c)          a copy of the Company’s Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of January 5, 2021, certified pursuant to the Secretary’s Certificate;

(d)          a copy of the Company’s Bylaws, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate and filed as Exhibit 3.3 to the Registration Statement;

(e)          a copy of certain resolutions of the board of directors of the Company, adopted on January 19, 2021, certified pursuant to the Secretary’s Certificate;

(f)           the form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the Company and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Units, filed as Exhibit 1.1 to the Registration Statement;

(g)          the form of Unit certificate to be used to evidence the Units, filed as Exhibit 4.1 to the Registration Statement (the “Unit Certificate”);

(h)          the form of Warrant certificate, filed as Exhibit 4.3 to the Registration Statement (the “Warrant Certificate”);

(i)           the form of Warrant Agreement (the “Warrant Agreement”) proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), filed as Exhibit 4.4 to the Registration Statement; and

(j)           a copy of a certificate, dated January 5, 2021, and a bringdown verification thereof, dated the date hereof, from the Secretary of State of the State of Delaware with respect to the Company’s existence and good standing in the State of Delaware.

Liberty Media Acquisition Corporation

January 19, 2021

Page 3

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of Delaware, including the General Corporation Law of the State of Delaware (all of the foregoing being referred to as “Opined-on Law”).

As used herein, “Transaction Documents” means the Underwriting Agreement, the Unit Certificate, the Warrant Certificate and the Warrant Agreement.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act, (ii) the Underwriting Agreement and the Warrant Agreement have been duly executed and delivered, and (iii) the Unit Certificate and the Warrant Certificate are duly executed and delivered by the Company in accordance with the Underwriting Agreement and the Warrant Agreement, as applicable, upon payment of the agreed upon consideration therefor, that:

1.            The Unit Certificate will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of Delaware.

2.            The shares of Series A Common Stock included in the Units will be validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.0001 per share.

Liberty Media Acquisition Corporation

January 19, 2021

Page 4

3.            The Warrants included in such Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of Delaware.

The opinions stated herein are subject to the following qualifications:

(a)          we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b)          we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to the Warrant Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

(c)          we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

(d)          we have assumed that the Warrant Agreement, when executed and delivered, will constitute the valid and binding obligation of the Warrant Agent, enforceable against the Warrant Agent in accordance with its terms;

(e)          to the extent that any opinion relates to the enforceability of the choice of Delaware law and choice of Delaware forum provisions contained in the any Transaction Document, the opinions stated herein are rendered solely in reliance upon Delaware Code title 6, section 2708 and are subject to the qualification that such enforceability may be subject to (i) the exceptions and limitations in Delaware Code title 6, Section 2708 and (ii) principles of public policy, comity and constitutionality;

(f)           we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind any Opinion Party to the exclusive jurisdiction of any particular federal court or courts; and

Liberty Media Acquisition Corporation

January 19, 2021

Page 5

(g)          we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document.

In addition, in rendering the foregoing opinions we have assumed that:

(a)          neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (ii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and

(b)          neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction (except that we do not make the assumption set forth in this clause (b) with respect to the Opined-on Law).

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP