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

FORM 10-K/A
(AMENDMENT NO.1)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2023
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41511

LiveWire Logo.jpg

LiveWire Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware87-4730333
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3700 West Juneau Avenue
(650) 447-8424
Milwaukee, Wisconsin 53208
(Address of principal executive office)
(Issuer’s Telephone Number, including area code)



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareLVWRNew York Stock Exchange
Warrants to purchase common stockLVWR WSNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ☐   No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐   No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒    No  ☐
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 ☐Emerging growth company 
☒
Non-accelerated filer 
☒
 Smaller reporting 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. ☐  
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report Yes  ☐    No  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ☐    No  ☒
The aggregate market value of the voting stock held by non-affiliates on June 30, 2023 of the registrant based on the closing price of $11.81 per share was $253,000,000.
Number of shares of the registrant’s common stock outstanding at May 29, 2024: 203,180,867 shares
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of LiveWire Group Inc. (the “Company”) for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2024 (the “Original Filing”), is being filed solely for the purpose of filing revised versions of Exhibits 31.1 and 31.2 (the “Exhibits”) filed with the Original Filing.
The Company is filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language of revised paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting, which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original Filing or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original Filing. This Amendment consists solely of the preceding cover page, this explanatory note, the signature page and the revised certifications. Because no financial statements have been included in this Amendment, paragraph 3 of each of the certifications set forth in the Exhibits has been omitted.

The Company’s independent registered public accounting firm is Ernst & Young LLP, Milwaukee, Wisconsin, PCAOB ID 42.




2

PART IV
Item 15. Exhibits and Financial Statement Schedules

INDEX TO EXHIBITS
Exhibit No.Description
Chief Executive Officer Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a)
Chief Financial Officer Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a)
104Cover Page Interactive Data File - formatted in Inline XBRL

* Filed herewith.

3

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 31, 2024.
LiveWire Group, Inc.
/s/ Karim DonnezChief Executive Officer
Karim Donnez(Principal Executive Officer)
/s/ Tralisa MarajChief Financial Officer
Tralisa Maraj(Principal Financial Officer and Principal Accounting Officer)

4

Exhibit 31.1
Certifications

I, Karim Donnez, certify that:

1.    I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 of LiveWire Group, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    [Omitted];

4.        The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.    
                    
Date: May 31, 2024
/s/ Karim Donnez
Karim Donnez
Chief Executive Officer



Exhibit 31.2
Certifications

I, Tralisa Maraj, certify that:

1.I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 of LiveWire Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.[Omitted];

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
    
Date: May 31, 2024
/s/ Tralisa Maraj
Tralisa Maraj
Chief Financial Officer


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Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2023
May 29, 2024
Jun. 30, 2023
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Document Period End Date Dec. 31, 2023    
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Entity Registrant Name LiveWire Group, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 87-4730333    
Entity Address, Address Line One 3700 West Juneau Avenue    
Entity Address, City or Town Milwaukee    
Entity Address, State or Province WI    
Entity Address, Postal Zip Code 53208    
City Area Code 650    
Local Phone Number 447-8424    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
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Entity Small Business false    
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ICFR Auditor Attestation Flag false    
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Entity Public Float     $ 253,000,000
Entity Common Stock, Shares Outstanding   203,180,867  
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Document Fiscal Period Focus FY    
Amendment Flag false    
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Common Stock      
Document Information      
Title of 12(b) Security Common Stock, $0.0001 par value per share    
Trading Symbol LVWR    
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Document Information      
Title of 12(b) Security Warrants to purchase common stock    
Trading Symbol LVWR WS    
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v3.24.1.1.u2
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Name Ernst & Young LLP
Auditor Location Milwaukee, Wisconsin
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