November 30, 2022
VIA EDGAR AND HAND DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-268003
| Attention: | Patrick Fullem |
| Jennifer Angelini |
| Re: | LiveWire Group, Inc. |
Registration Statement on Form S-1
Filed October 25, 2022
File No. 333-268003
Ladies and Gentlemen:
On behalf of LiveWire Group, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Form S-1”), filed on October 25, 2022. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment to the Form S-1 (the “Amended Form S-1”) with the Commission through its EDGAR system.
Set forth below are the responses of the Company to the comments in the Staff’s letter to the Company, dated November 18, 2022, relating to the Form S-1. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended Form S-1.
Registration Statement on Form S-1 filed October 25, 2022
General
| 1. | Please disclose whether you entered into any forward purchase or other agreements that provide certain investors with the right to sell back shares to the company at a fixed price for a given period after the closing date of the business combination. If so, please revise to discuss the risks that these agreements may pose to other holders if you are required to buy back the shares of your common stock as described therein. For example, discuss how such forced purchases would impact the cash you have available for other purposes and to execute your business strategy. |
Response: In response to the Staff’s comment, the Company respectively advises the Staff that the Company is not party to any forward purchase or other agreements that provide certain investors with the right to sell back shares to the company at a fixed price for a given period after the closing date of the Business Combination.
| 2. | Revise your prospectus to disclose the price that each selling securityholder paid for the shares and warrants being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, the PIPE investors, private placement investors and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, the PIPE investors, private placement investors and other selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages ii, 7, 8 and 149 of the Amended Form S-1.
November 30, 2022
Page 2
Cover Page
| 3. | For each of the shares and warrants being registered for resale, disclose the price that the selling securityholders paid for such shares and warrants. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages ii, 7, 8 and 149 of the Amended Form S-1.
| 4. | Disclose the exercise price(s) of the warrants compared to the market price of the underlying security. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages ii, 6, 54, 55, 84 and 85 of the Amended Form S-1.
| 5. | We note the significant number of redemptions of your common stock in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that some of the shares being registered for resale were purchased by the selling securityholder for prices considerably below the current market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock.. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages 7, 8 and 84 of the Amended Form S-1.
Risk Factors, page 7
| 6. | Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 7 and 8 of the Amended Form S-1.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 67
| 7. | Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Legacy LiveWire Equityholder, a beneficial owner of over 80% of your outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages 7, 8, 84, 85, 149 and 152 of the Amended Form S-1.
November 30, 2022
Page 3
Liquidity and Capital Resources, page 79
| 8. | In light of the significant number of redemptions and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages 6, 54, 55, 84 and 85 of the Amended Form S-1.
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Any comments or questions regarding the foregoing should be directed to the undersigned at +1.713.546.7420. Thank you in advance for your cooperation in connection with this matter.
| Very truly yours, |
| /s/ Ryan J. Maierson |
| Ryan J. Maierson of LATHAM & WATKINS LLP |
Enclosures
| cc: | (via e-mail) |
Ryan J. Maierson, Latham & Watkins LLP
Jason Morelli, Latham & Watkins LLP
Jochen Zeitz, LiveWire Group, Inc.