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United States securities and exchange commission logo
November 18, 2022
Jochen Zeitz
Chief Executive Officer
LiveWire Group, Inc.
3700 West Juneau Avenue
Milwaukee, WI 53208
Re:LiveWire Group, Inc.
Registration Statement on Form S-1
Filed October 25, 2022
File No. 333-268003
Dear Jochen Zeitz:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
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.

 FirstName LastNameJochen Zeitz
 Comapany NameLiveWire Group, Inc.
 November 18, 2022 Page 2
 FirstName LastName
Jochen Zeitz
LiveWire Group, Inc.
November 18, 2022
Page 2
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.
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.
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.
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.
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.

 FirstName LastNameJochen Zeitz
 Comapany NameLiveWire Group, Inc.
 November 18, 2022 Page 3
 FirstName LastName
Jochen Zeitz
LiveWire Group, Inc.
November 18, 2022
Page 3
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.
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.
            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.
            Please contact Patrick Fullem at (202) 551-8337 or Jennifer Angelini at (202) 551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ryan Maierson