Table of Contents
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| |
| |
(Address of principal executive offices) |
(Zip Code) | |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
EXPLANATORY NOTE
On September 26, 2022, subsequent to the fiscal quarter ended September 25, 2022, the fiscal quarter to which this Quarterly Report on Form 10-Q (the “Quarterly Report”) relates, AEA-Bridges Impact Corp., a Delaware corporation that is our predecessor (“ABIC”), consummated the previously announced merger pursuant to that certain business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among ABIC, LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), a Delaware corporation (“LiveWire”), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation, and LiveWire EV, LLC (“Legacy LiveWire”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” Prior to the Business Combination, LiveWire was a subsidiary of ABIC and Merger Sub was a subsidiary of LiveWire. In connection with the Business Combination, Merger Sub merged with and into ABIC, with ABIC surviving the merger as a direct, wholly owned subsidiary of LiveWire and LiveWire continuing as the public company.
Unless stated otherwise, this Quarterly Report contains information about ABIC before the Business Combination. References to the “Company,” “our,” “us” or “we” in this Quarterly Report refer to ABIC before the consummation of the Business Combination or LiveWire after the Business Combination, as the context suggests.
Except as otherwise expressly provided herein, the information in this Quarterly Report does not reflect the consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.
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LIVEWIRE GROUP, INC.
(successor to AEA-Bridges Impact Corp.)
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 25, 2022
TABLE OF CONTENTS
Table of Contents
September 25, 2022 |
December 31, 2021 |
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(Unaudited) |
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| ASSETS |
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| Cash |
$ | $ | ||||||
| Cash — restricted |
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| Prepaid expenses |
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| Investments held in Trust Account |
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| TOTAL ASSETS |
$ |
$ |
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| |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY /SHAREHOLDERS’ DEFICIT |
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| Accounts payable and a ccrued liabilities |
$ | $ | ||||||
| Derivative warrant liabilities |
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| Mandatorily redeemable Class A ordinary shares |
— | |||||||
| Deferred underwriting fee payable |
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| Total Liabilities |
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| Commitments and Contingencies |
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| Class A ordinary shares subject to possible redemption, $ |
— | |||||||
| Stockholders’ Equity (Deficit)/Shareholders’ Deficit |
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| Preference shares, $ as of December 31, 2021 |
— | |||||||
| Class A ordinary shares , $December 31, 2021 (excluding |
— | |||||||
| Class B ordinary shares , $of December 31, 2021 |
— | |||||||
| Preferred Stock, $ as of September 25, 2022 |
— |
— |
||||||
| Common Stock, $ |
— | |||||||
| Additional paid-in capital |
— | |||||||
| Accumulated deficit |
( |
) | ( |
) | ||||
| |
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|
|
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| Total Stockholders’ Equity /Shareholders’ Deficit |
( |
) | ||||||
| |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY /SHAREHOLDERS’ DEFICIT |
$ |
$ |
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| |
|
|
|
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Three Months Ended |
Nine Months Ended |
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September 25, 2022 |
September 26, 2021 |
September 25, 2022 |
September 26, 2021 |
|||||||||||||
Formation and operating costs |
$ | $ | $ | $ | ||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Other income: |
||||||||||||||||
Interest earned on investments held in Trust Account |
||||||||||||||||
Forgiveness of deferred underwriting fee payable |
— | — | ||||||||||||||
Interest on mandatorily redeemable Class A ordinary shares |
— | — | ||||||||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||||||||||
Other income and expense, net |
— | — | ||||||||||||||
Total other income, net |
||||||||||||||||
Net income |
$ |
$ |
$ |
$ |
||||||||||||
Weighted average shares outstanding of Class A ordinary shares |
— | — | ||||||||||||||
Basic and diluted net income per share, Class A ordinary shares |
$ |
— |
$ |
$ |
— |
$ |
||||||||||
Weighted average shares outstanding of Class B ordinary shares |
— | — | ||||||||||||||
Basic and diluted net income per share, Class B ordinary shares |
$ |
— |
$ |
$ |
— |
$ |
||||||||||
Weighted average shares outstanding of common stock (see Note 2) |
— | — | ||||||||||||||
Basic and diluted net income per share, common stock |
$ |
$ |
— |
$ |
$ |
— |
||||||||||
| Common Stock |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity/ Shareholders’ Deficit |
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| |
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Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
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| Balance — December 31, 2021 |
$ |
|
|
|
|
|
$ |
|
|
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Net income |
— |
|
|
— |
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| Balance — March 31, 2022 |
|
|
|
|
|
|
|
|
( |
) |
( |
) | ||||||||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount |
— |
— | |
|
— |
|
|
|
— |
|
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
| Net income |
— |
— |
|
|
— |
|
|
|
— |
|
— |
— |
— |
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| |
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| Balance — June 30, 2022 |
|
|
|
|
|
|
|
|
( |
) |
( |
) | ||||||||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount |
— |
— |
|
|
— |
|
|
|
— |
|
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
| Class A ordinary shares no longer redeemable |
— | — | |
|
|
|
|
|
|
|
— |
— |
— |
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| Net income |
— |
— |
|
|
— |
|
|
|
— |
|
— |
— |
— |
|||||||||||||||||||||||
| Adjustment to capital structure due to domestication (see Note 1) |
( |
) | ( |
) | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||
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| Balance — September 25, 2022 |
$ |
|
|
|
|
|
$ |
|
|
$ |
$ |
$ |
( |
) |
$ |
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| |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
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| Balance — December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Net income |
— | — | — | — | — | |||||||||||||||||||||||
| |
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| Balance — March 31, 2021 |
( |
) |
( |
) | ||||||||||||||||||||||||
| Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
| |
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| Balance — June 30, 2021 |
( |
) |
( |
) | ||||||||||||||||||||||||
| Net income |
— | — | — | — | — | |||||||||||||||||||||||
| |
|
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| Balance — September 26, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| |
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For the Nine Months Ended September 25, |
For the Nine Months Ended September 26, |
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2022 |
2021 |
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| Cash Flows from Operating Activities: |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Interest earned on investments held in Trust Account |
( |
) | ( |
) | ||||
| Interest on mandatorily redeemable Class A ordinary shares |
( |
) | ||||||
| Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||
| Forgiveness of deferred underwriting fee payable |
( |
) | ||||||
| Changes in operating assets and liabilities: |
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| Prepaid expenses |
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| Accounts payable and accrued expenses |
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| |
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| Net cash used in operating activities |
( |
) |
( |
) | ||||
| |
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| Cash Flows from Investi n g Activities: |
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| Withdrawal of funds from Trust Account |
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| Net restricted cash provided by investing activities |
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| Cash and restricted cash |
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| Cash and restricted cash, beginning of period |
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| Net change in cash and restricted cash |
( |
) | ||||||
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| Cash and restricted cash, end of period |
$ |
$ |
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| |
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| Reconciliation of cash and restricted cash on the Condensed Consolidated Balance Sheet to the Condensed Consolidated Statement of Cash Flows |
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| Cash |
$ | $ | ||||||
| Restricted cash |
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| |
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| Cash and restricted cash per the Condensed Consolidated Statement of Cash Flows |
$ |
$ |
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| |
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| Non-cash investing and financing activities: |
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| Mandatorily redeemable Class A ordinary shares |
$ | $ | ||||||
| |
|
|
|
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Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption (December 31, 2021) |
$ |
|||
Plus: |
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Accretion of carrying value to redemption value |
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Less: |
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Redemptions |
( |
) | ||
Class A ordinary shares no longer redeemable |
( |
) | ||
Common stock subject to possible redemption (September 25, 2022) |
$ |
|||
Three Months Ended |
Nine Months Ended |
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September 25, 2022 |
September 26, 2021 |
September 25, 2022 |
September 26, 2021 |
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Common Stock |
Class A Ordinary Shares |
Class B Ordinary Shares |
Common Stock |
Class A Ordinary Shares |
Class B Ordinary Shares |
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Basic and diluted net income per common share or ordinary share |
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Numerator: |
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Allocation of net income (1) |
$ | $ |
$ | $ | ||||||||||||||||||||||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding (2) |
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Basic and diluted net income per common share |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
(1) |
Net income of $ |
(2) |
For the three and nine months ended September 25, 2022, the weighted average shares outstanding includes the period of time previous to the Domestication when the Company had Class A and Class B ordinary shares outstanding. |
| • | in whole and not in part; |
| • | at a price of $ |
| • | upon not less than |
| • | if, and only if, the reported last sales price of the Company’s Class A ordinary shares equals or exceeds $ |
| • | in whole and not in part; |
• |
at a price equal to a number of Class A ordinary shares to be determined, based on the redemption date and the fair market value of the Company’s Class A ordinary shares ; |
| • | upon a minimum of |
| • | if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $ |
• |
if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares ) as the outstanding Public Warrants; and |
| • | if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the |
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. |
| Held-To-Maturity |
Amortized Cost |
Gross Holding Gain |
Fair Value |
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| December 31, 2021 |
U.S. Treasury Securities (Matured on January 13, 2022) | $ | $ | $ | ||||||||||
Description |
Level |
September 25, 2022 |
December 31, 2021 |
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| Liabilities: |
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| Warrant Liabilities– Public Warrants |
1 | $ | $ | |||||||||
| Warrant Liabilities– Private Placement Warrants |
2 | $ | $ | |||||||||
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to AEA-Bridges Impact Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to AEA-Bridges Impact Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a former blank check company incorporated in the Cayman Islands on July 29, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
On September 16, 2022, we held a special meeting of stockholders, at which the stockholders considered and adopted, among other matters, a proposal to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. On September 26, 2022, the parties consummated the Business Combination.
Holders of 36,597,112 Class A ordinary shares sold in its initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from the Company’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.06 per share, or $368,136,945 in the aggregate.
On September 26, 2022, an aggregate of $368,136,945 was paid from the trust account to holders who properly exercised their right to have their Initial Shares redeemed, and the remaining balance immediately prior to the Closing of approximately $34 million was used to fund the Business Combination.
In connection with the Business Combination, on September 23, 2022, the Sponsor forfeited an aggregate of 2,000,000 Class B ordinary shares in accordance with the Investor Support Agreement, dated as of December 12, 2021, by and among the Sponsor, LiveWire, ABIC, John Garcia, John Replogle and George Serafeim. The remaining Class B ordinary shares held by Sponsor automatically converted to 7,950,000 shares of LiveWire Common Stock.
Recent Developments/Subsequent Events
On December 12, 2021, the Company, LiveWire, Merger Sub, Legacy LiveWire and Harley-Davidson, Inc. entered into the Business Combination Agreement (each as defined in Note 1 to the unaudited financial statements included herein). On September 26, 2022, the parties consummated the transactions contemplated by the Business Combination Agreement. See Note 1 to the unaudited consolidated financial statements included herein for more information.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 25, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination.
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Table of Contents
For the three months ended September 25, 2022, we had net income of $3,892,215, which consisted of interest earned on investments held in the Trust Account of $1,792,628, change in deferred underwriting fees of $3,748,361, other income and expense (net) of $224,480, and interest on mandatorily redeemable Class A ordinary shares of $3,323,742, partially offset by operating expenses of $3,367,356 and change in fair value of derivative warrant liabilities of $1,830,000.
For the nine months ended September 25, 2022, we had a net income of $24,979,364, which consisted of interest earned on investments held in the Trust Account of $2,117,718, change in deferred underwriting fees of $3,748,361, other income and expense (net) of $224,480, interest on mandatorily redeemable Class A ordinary shares of $3,323,742, and change in fair value of derivative warrant liabilities of $21,197,500, partially offset by operating expenses of $5,632,797.
For the three months ended September 26, 2021, we had a net income of $5,451,821, which consisted of the change in fair value of warrant liabilities of $8,540,000 and interest earned on marketable securities held in the Trust Account of $28,889, offset by formation and operational costs of $3,117,068.
For the nine months ended September 26, 2021, we had a net income of $22,520,926, which consisted of the change in fair value of warrant liabilities of $26,230,000 and interest earned on marketable securities held in the Trust Account of $129,415, offset by formation and operational costs of $3,838,489.
Liquidity and Capital Resources
On October 5, 2020, we consummated the Initial Public Offering of 40,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $400,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 10,500,000 Private Placement Warrants to the Sponsor at a price of $1.00 per private placement warrant generating gross proceeds of $10,500,000.
Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $400,000,000 was placed in the Trust Account. We incurred $21,292,016 in transaction costs, including $7,275,000 of underwriting fees (net of expenses reimbursed by the underwriter of $225,000), $13,125,000 of deferred underwriting fees and $892,016 of other offering costs. In connection with the closing of the Business Combination, the deferred underwriting fee was reduced to $9,376,638.
For the nine months ended September 25, 2022, net cash used in operating activities was $787,188. Net income of $24,979,364 was impacted by interest earned on investments held in the Trust Account of $2,117,718, change in deferred underwriting fees of $3,748,261, interest on mandatorily redeemable Class A ordinary shares of $3,323,742 and change in fair value of derivative warrant liabilities of $21,197,500. Changes in operating assets and liabilities provided $4,620,769 of cash from operating activities.
For the nine months ended September 26, 2021, net cash used in operating activities was $570,298. Net income of $22,520,926 was affected by the change in fair value of warrant liabilities of $26,230,000, interest earned on marketable securities held in the Trust Account of $129,415 and changes in operating assets and liabilities which provided $3,268,191 of cash from operating activities.
At September 25, 2022, we had cash of $402,607,538 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.
Recent Developments
On December 12, 2021, the Company, LiveWire, Merger Sub, Legacy LiveWire and Harley-Davidson, Inc. entered into the Business Combination Agreement (each as defined in Note 1 to the unaudited financial statements included herein). On September 26, 2022, the parties consummated the transactions contemplated by the Business Combination Agreement. See Note 1 to the unaudited consolidated financial statements included herein for more information.
19
Table of Contents
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 25, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of up to $10,000 for office space, secretarial and administrative support services provided to the company. We began incurring these fees on October 5, 2020 and will continue to incur these fees monthly until the earlier of the completion of a business combination or the company’s liquidation.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,125,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. An affiliate of the Sponsor has purchased 2,500,000 Public Units at the Public Offering Price. In connection with the closing of the Business Combination, the underwriters have agreed to reduce the amount of their deferred fees by $3,748,361, which is shown in the condensed consolidated statement of operations as forgiveness of deferred underwriting fee payable. As a result of the reduction, the outstanding deferred underwriting fee was reduced to $9,376,638.
Critical Accounting Policies
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). We account for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations.
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Equity Instruments Subject to Possible Redemption
We account for our common stock subject to possible redemption in accordance with the guidance in ASC 480. Equity instruments subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Equity instruments (including Equity instruments that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Equity instruments is classified as stockholders’ or shareholders’ equity. Our Equity instruments feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Equity instruments subject to possible redemption are presented as temporary equity, outside of the stockholders’/shareholders’ deficit section of our balance sheets.
Net Income (Loss) per Common Stock or Ordinary Share
Net income (loss) per common stock or ordinary share is computed by dividing net income (loss) by the weighted average number of common stock or ordinary shares outstanding for the period. Accretion associated with the redeemable common stock or Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined in Item 10 of Regulation S-K and are not required to provide the information otherwise required by this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officers and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 25, 2022. Based upon their evaluation, our Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on March 25, 2022 (“Form 10-K”) and in our Quarterly Report on Form 10-Q filed with the SEC on May 12, 2022 (“2022 Q1 Form 10-Q”) and in our definitive proxy statement/prospectus filed with the SEC on July 28, 2022 (“Proxy”). As of the date of this report, there have been no material changes to the risk factors disclosed in our Form 10-K, 2022 Q1 Form 10-Q, and Proxy. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * Filed herewith |
| ** Furnished herewith |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LIVEWIRE GROUP, INC. | ||||||
| Date: November 9, 2022 | /s/ Jochen Zeitz | |||||
| Name: | Jochen Zeitz | |||||
| Title: | Chairman, Chief Executive Officer | |||||
| Date: November 9, 2022 | /s/ Tralisa Maraj | |||||
| Name: | Tralisa Maraj | |||||
| Title: | Chief Financial Officer | |||||
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