Harley Davidson SPAC Presentation Deck
Risk Factors (continued)
RISKS RELATED TO THE CARVE-OUT TRANSACTION (CONTINUED)
• After this offering, we will be a smaller company relative to H-D which could result in increased costs because of a decrease in our purchasing power and difficulty maintaining existing customer
relationships and obtaining new customers.
• We are dependent on H-D for a number of services, including services relating to quality and safety testing. If those service arrangements terminate, it will require significant investment for us to build our
own safety and testing facilities, or we may be required to obtain such services from another third-party at increased costs. Any obligation for LiveWire to electrify H-D products may consume valuable
resources that could negatively impact development of LiveWire vehicles expected to deliver targeted revenues and operating income.
• Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the Business
Combination.
The transitional services H-D has agreed to provide us may not be sufficient for our needs. In ad on, we or H-D may fail to perform under various transaction agreements that will be executed as part of
the carve-out or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.
• Our ability to successfully effect the Business Combination and successfully operate the business thereafter will depend largely upon the efforts of certain key personnel, including the continuing services
of Jochen Zeitz, our acting CEO. The loss of such key personnel (including Jochen Zeitz) could adversely affect the operations and profitability of our business.
• LiveWire will be required to make payments to H-D under the Contract Manufacturing Agreement, Tax Matters Agreement, Master Services Agreement, Transition Services Agreement and certain other
agreements, and the amounts of such payments could be significant.
• Transfer or assignment to us of certain contracts, investments in joint ventures, and other assets may require the consent of a third party. If such consent is not given, we may not be entitled to the benefit
of such contracts, investments, and other assets in the future.
• Third parties may seek to hold us responsible for liabilities of H-D which could result in a decrease in our income.
As the post-combination Company will be a "controlled company" within the meaning of the New York Stock Exchange listing standards and intends to rely on exemptions from certain corporate
governance requirements, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all New York Stock Exchange corporate governance
requirements.
• LiveWire may not be successful as an independent, publicly traded company, and we will not enjoy the same benefits that we did as a wholly-owned subsidiary of H-D.
• In connection with the carve-out, H-D will indemnify us for certain liabilities and we will indemnify H-D for certain liabilities. If we are required to act on these indemnities for the benefit of H-D, we may
need to divert cash to meet those obligations and our financial results could be negatively impacted. Additionally, any indemnity from H-D may not be sufficient to insure us against the full amount of
liabilities for which we may be allocated responsibility, and H-D may not be able to satisfy its indemnification obligations in the future.
• We may not be sufficiently protected by our parent company against potential liabilities arising from product liability or regulatory claims that could materialize in the future.
• Some of our directors and executive officers own restricted stock in H-D that fluctuate in accordance with the value of H-D's share price and other performance metrics, which could cause conflicts of
interest that could result in us not acting on opportunities we otherwise may have.
• H-D holds the direct contractual relationship with many key suppliers required for LiveWire to produce its vehicles. Disputes between H-D and critical suppliers for the LiveWire business may negatively
impact vehicle production.
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