Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-268003
Prospectus Supplement No. 3
(To Prospectus dated April 26, 2024)
LIVEWIRE GROUP, INC.
This prospectus supplement updates, amends and supplements the prospectus dated April 26, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-268003). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2024, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
LiveWire Group, Inc.’s common stock and warrants are listed on the New York Stock Exchange under the symbols “LVWR” and “LVWR WS.” On May 16, 2024, the closing price of our common stock was $6.59 and the closing price of our warrants was $0.24.
We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See “Risk Factors” beginning on page 7 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 17, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2024
LiveWire Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41511 | 87-4730333 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices, including zip code)
(650) 447-8424
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| Common Stock, $0.0001 par value per share | LVWR | New York Stock Exchange | ||||||||||||
| Warrants to purchase common stock | LVWR WS | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 16, 2024, LiveWire Group, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on three proposals as set forth below, each of which is described in detail in the 2024 Proxy Statement. The number of votes cast for, against, or withholding authority, and the number of abstentions and any broker non-votes, with respect to each matter voted upon are set forth below.
1.The director nominees listed below were elected at the Annual Meeting to serve as directors of the Company for a term of one-year or until each of their respective successors have been duly elected and qualified:
| Director Nominee | Shares Voted in Favor | Shares Withholding Authority | Broker Non-Votes | ||||||||
| William Cornog | 183,248,928 | 562,316 | 630,592 | ||||||||
| John Garcia | 183,740,908 | 70,336 | 630,592 | ||||||||
| Kjell Gruner | 183,255,071 | 556,173 | 630,592 | ||||||||
| Glen Koval | 183,539,080 | 272,164 | 630,592 | ||||||||
| Paul Krause | 183,412,862 | 398,382 | 630,592 | ||||||||
| Luke Mansfield | 183,420,690 | 390,554 | 630,592 | ||||||||
| Hiromichi Mizuno | 183,749,287 | 390,554 | 630,592 | ||||||||
| Jonathan Root | 183,424,087 | 387,157 | 630,592 | ||||||||
| Jochen Zeitz | 183,561,443 | 249,801 | 630,592 | ||||||||
2.The ratification of the selection of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| Shares Voted For | Shares Voted Against | Abstentions | ||||||
| 184,418,576 | 7,832 | 15,428 | ||||||
3.To approve the issuance of additional shares of common stock necessary to effect a full conversion of the Convertible Loan.
| Shares Voted For | Shares Voted Against | Abstentions | ||||||
| 183,611,756 | 195,892 | 3,596 | ||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d)Exhibits. The following exhibit is being furnished herewith:
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LiveWire Group, Inc. | ||||||||||||||||||||
| Date: May 17, 2024 | /s/ Amanda Parker | |||||||||||||||||||
| Amanda Parker | ||||||||||||||||||||
| Chief Legal Officer & Corporate Secretary | ||||||||||||||||||||
4