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3700 West Juneau Avenue Milwaukee,Wisconsin53208(Address of principal executive office) Securities registered pursuant to Section12(b) of the Act: Large accelerated filer☐Accelerated filer☒Emerging growth companyNon-accelerated filer☐Smallerreportingcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Consolidated Balance SheetsConsolidated Statements of Cash FlowsConsolidated Statements of Shareholders’ Equity 1. Description of Business and Basis of Presentation2. New Accounting Standards 3. Revenue4. Income Taxes affect the Company’s business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but notlimited to, the Company’s history of losses and expectation to incur significant expenses and continuing losses for the foreseeablefuture; risks related to Harley Davidson, Inc. (“H-D”) making decisions for its overall benefit that could negatively impact theCompany’s overall business; risks related to the Company’s relationship with H-D and its impact on the Company’s other businessrelationships; the Company’s future capital requirements and sources and uses of cash; the Company’s ability to obtain funding for itsoperations and manage costs; risks related to retail partners being unwilling to participate in the Company’s go-to-market businessmodel or its inability to establish or maintain relationships with customers for the Company’ electric vehicles; the Company’s scale; the Company’s financial and business performance, including financial projections and business metrics and any underlyingassumptions thereunder; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses,projected costs, prospects and plans; the Company’s ability to attract and retain a large number of customers; risks related tochallenges the Company faces as a pioneer into the highly-competitive and rapidly-evolving electric vehicle industry; the Company’sability to leverage contract manufacturers, including H-D and Kwang Yang Motor Co., Ltd., KYMCO Capital Fund I Co., Ltd.,SunBright Investment Co., Ltd., CycleLoop Co., Ltd. and Kwang Yang Holdings Limited (collectively, the “KYMCO Group”), tocontract manufacture its electric vehicles; risks related to potential delays in the design, manufacture, financing, regulatory approval,launch and delivery of the Company’s electric vehicles; risks related to building out the Company’s supply chain, including theCompany’s dependency on its existing suppliers and the Company’s ability to source suppliers, in each case many of which are single-sourced or limited-source suppliers, for its critical components such as batteries and semiconductor chips; our ability to manage andpredict the impact that new or adjusted tariffs may have on the Company's ability to sell products domestically and internationally, andthe cost of raw materials and components, including tariffs recently imposed or that may be imposed by the U.S. on foreign goods orother tariffs recently imposed or that may be imposed by foreign countries on U.S. goods; the Company’s ability to rely on third-partyand public charging networks; the Company’s ability to attract and retain key personnel; risks related to the Company’s business andH-D’s business overlapping and being perceived as competitors; the Company’s inability to maintain a strong relationship with H-D orto resolve favorably any disputes that may arise between the Company and H-D; the Company’s dependency on H-D for a number ofservices, including services relating to quality and safety testing, and if those service arrangements terminate, it may require significantinvestment for the Company to build its own safety and testing facilities, or the Company may be required to obtain such services fromanother third-party at increased costs; risks related to any decision by the Company to electrify H-D products, or the products of any available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon theseYou should read this Quarterly Report and the documents that the Company references in this Quarterly Report and have filed asexhibits to this Quarterly Report with the understanding that actual future results, performance and achievements may be materiallydifferent from what the Company expects. The Company qualifies all of the forward-looking statements by th