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Correspondence 0001898795-24-000207 from LiveWire Group, Inc. (LVWR)

LiveWire Group, Inc.
Date: May 31, 2024 · CIK: 0001898795 · Accession: 0001898795-24-000207

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File numbers found in text: 001-41511

Referenced dates: May 19, 2024

Date
May 31, 2024
Author
Tralisa Maraj
Form
CORRESP
Company
LiveWire Group, Inc.

Letter

Document

LiveWire Group, Inc.

3700 West Juneau Avenue

Milwaukee, Wisconsin 53208

May 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eiko Yaoita Pyles Claire Erlanger

Re: LiveWire Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 23, 2024

File No. 001-41511

To the addressee set forth above:

LiveWire Group, Inc., (the “Company,” “we,” “us” and “our”) submits this letter in response to the comment letter of the staff of the Securities and Exchange Commission (the “Staff”), dated May 19, 2024, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed on February 23, 2024 (the “Annual Report”). For your convenience, we have set forth the Staff’s comment in bold and italics and the Company’s response below.

Form 10-K for the Fiscal Year Ended December 31, 2023

Exhibits 31.1 and 31.2

1.

We note that your Section 302 Certifications filed as Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting. In light of the fact that the transition period that allows for these omissions has ended, this disclosure is required in the Form 10-K for the year ended December 31, 2023. Please file an amendment to include the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications. Your Form 10-Q for the quarter ended March 31, 2024 should be similarly amended.

The Company acknowledges the Staff’s comment and has filed Amendment No. 1 to the Annual Report and Amendment No.1 to the Quarterly Report for the quarterly period ended March 31, 2024 to include in the certifications provided in Exhibits 31.1 and 31.2 to such filings paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting.

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact me at (281) 687-4341.

Thank you for your assistance in this matter.

Very truly yours,
LIVEWIRE GROUP, INC.

Show Raw Text
CORRESP
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Document

LiveWire Group, Inc.

3700 West Juneau Avenue

Milwaukee, Wisconsin 53208

May 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:       Eiko Yaoita Pyles
Claire Erlanger

   Re:    LiveWire Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 23, 2024

File No. 001-41511

To the addressee set forth above:

LiveWire Group, Inc., (the “Company,” “we,” “us” and “our”) submits this letter in response to the comment letter of the staff of the Securities and Exchange Commission (the “Staff”), dated May 19, 2024, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed on February 23, 2024 (the “Annual Report”). For your convenience, we have set forth the Staff’s comment in bold and italics and the Company’s response below.

Form 10-K for the Fiscal Year Ended December 31, 2023

Exhibits 31.1 and 31.2

  1.

 We note that your Section 302 Certifications filed as Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting. In light of the fact that the transition period that allows for these omissions has ended, this disclosure is required in the Form 10-K for the year ended December 31, 2023. Please file an amendment to include the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications. Your Form 10-Q for the quarter ended March 31, 2024 should be similarly amended.

The Company acknowledges the Staff’s comment and has filed Amendment No. 1 to the Annual Report and Amendment No.1 to the Quarterly Report for the quarterly period ended March 31, 2024 to include in the certifications provided in Exhibits 31.1 and 31.2 to such filings paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting.

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact me at (281) 687-4341.

Thank you for your assistance in this matter.

      Very truly yours,

      LIVEWIRE GROUP, INC.

By:   /s/ Tralisa Maraj

   Tralisa Maraj

   Chief Financial Officer

cc: Latham & Watkins LLP

 Ryan Maierson

2