United States securities and exchange commission logo
December 16, 2020
Renee Wilm
Chief Legal Officer
Liberty Media Acquisition Corporation
12300 Liberty Blvd.
Englewood, CO 80112
Re: Liberty Media
Acquisition Corporation
Registration
Statement on Form S-1
Filed November 19,
2020
File No. 333-250188
Dear Ms. Wilm:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure. Please respond to this letter by amending
your registration statement
and providing the requested information. If you do not believe our
comments apply to your facts
and circumstances or do not believe an amendment is appropriate, please
tell us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 Filed November 19, 2020
Cover Page
1. We note the disclosure
that following the business combination holders of shares of Series
B common stock will be
entitled to ten votes per share. Please revise here and where
appropriate to clearly
disclose the extent to which this feature is novel or uncommon as
compared to offerings
of other similar special purpose acquisition companies.
Additionally, please
revise to address any material conflicts the high vote feature may
raise, including, but
not limited to, any material adverse impact on your ability to find a
target, additional
costs you may incur, your possible status as a controlled company after
the business
combination, and the extent to which public shareholder interests may not be
aligned with the
interests of your founder and management. Please add relevant summary
risk factor disclosure
on page 35 or advise us why you believe the bullet points should not
be tailored to this
feature of your offering.
Renee Wilm
Liberty Media Acquisition Corporation
December 16, 2020
Page 2
Acquisition Criteria, page 90
2. Please revise to address whether the 10 votes per share Series B
common stock is a
condition to an acquisition. If it is not a condition please clarify
the factors you will
consider in deciding whether to engage in a business combination that
does not include
the high vote feature.
Description of Securities, page 135
3. Please revise the description of your Series B common stock to state
whether there are any
"sunset" provisions that limit the lifespan of the stock. To the
extent there are no such
provisions, please discuss in an appropriate location of the
registration statement any
adverse impacts on holders of Series A common stock.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or James Lopez at 202-551-3536 with any
other
questions.
FirstName LastNameRenee Wilm Sincerely,
Comapany NameLiberty Media Acquisition Corporation
Division of
Corporation Finance
December 16, 2020 Page 2 Office of Real
Estate & Construction
FirstName LastName