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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (date of
earliest event reported): July 1, 2025
LIBERTY
MEDIA CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware | |
001-35707 | |
37-1699499 |
(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) 875-5400
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:
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| Series
A Liberty Formula One Common Stock |
FWONA |
The
Nasdaq Stock Market LLC |
| Series
C Liberty Formula One Common Stock |
FWONK |
The
Nasdaq Stock Market LLC |
| Series
A Liberty Live Common Stock |
LLYVA |
The
Nasdaq Stock Market LLC |
| Series
C Liberty Live Common Stock |
LLYVK |
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. ¨
Explanatory Note
On July 3, 2025, Liberty Media Corporation
(“Liberty Media”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing
the completion of its previously announced acquisition, by Libertad Especia, S.L.U., a private limited company incorporated in Spain and
a wholly owned subsidiary of Liberty Media, of approximately 84% of the equity interests in Dorna Sports, S.L., a private limited company
incorporated in Spain (“MotoGP”), for cash.
This amendment to the Original Form 8-K
is being filed to include the financial statements required by Item 9.01(a) and Item 9.01(b) of Form 8-K and includes
(i) the unaudited pro forma condensed combined balance sheet and statement of operations of Liberty Media as of and for the six
months ended June 30, 2025, (ii) the unaudited pro forma condensed combined statement of operations of Liberty Media for
the year ended December 31, 2024 and (iii) the audited consolidated financial statements of MotoGP for the year ended
December 31, 2024 prepared in accordance with generally accepted accounting principles in Spain (“Spanish GAAP”). Except as
set forth herein, this amendment does not amend or update any other information in the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The unaudited pro forma condensed combined financial
information with respect to the transaction described in Item 2.01 of the Original Form 8-K is filed as Exhibit 99.1 hereto
and incorporated herein by reference.
The audited consolidated financial statements
of MotoGP for the year ended December 31, 2024 prepared in accordance with Spanish GAAP is filed as Exhibit 99.2 hereto and
incorporated herein by reference.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Deloitte Auditores, S.L. (MotoGP) |
| 99.1 |
|
Unaudited pro forma financial information of Liberty Media as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 |
| 99.2 |
|
Audited consolidated financial statements of MotoGP for the year ended December 31, 2024 |
| 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: September 17, 2025
| |
LIBERTY MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/ Wade Haufschild |
| |
|
Name: |
Wade Haufschild |
| |
|
Title: |
Senior Vice President |
