Life360 : Amended Form 10 and Appendix 4C

For personal use only

ASX ANNOUNCEMENT

14 June 2022

Form 10 First Amendment and amendment to March 2022 Quarterly Activities Report and Appendix 4C

Life360, Inc. (Life360 or the Company) (ASX: 360) announced today that it has filed an amendment to its Form 10 Registration Statement (originally filed on 26 April, 2022), with the U.S. Securities and Exchange Commission (SEC) and the Australian Securities Exchange (ASX). As a result, the Company has also amended the March 2022 Quarterly Activities Report and Appendix 4C (dated 27 April, 2022), and an amended Appendix 4C is attached to this release. In addition, Life360 reaffirms the CY22 full year guidance contained in the AGM Presentation released to the ASX on 20 May, 2022.

CY22 Guidance

The Company reaffirms the CY22 full year guidance contained in the AGM Presentation released to the ASX on 20 May, 2022:

• Core Life360 subscription revenue (not including Tile and Jiobit) growth in excess of 50%;
• Consolidated revenue of US$245 - 275 million for subscription, hardware and indirect revenue;
• Consolidated Non-GAAP Underlying EBITDA loss (excluding Stock Based Compensation and non-recurring items)* in the range of US$(32)-(38) million. This includes efficiencies flowing in the second half from the Tile integration and restructuring.

Life360 expects to finish CY22 with cash and cash equivalents in the range of US$65-70 million. This includes financing related cash outflows of approximately US$8 million.

This is a strong capital position to fund future growth. In addition, as demonstrated in the COVID-19 period in CY20, Life360 has a flexible expense model, with discretionary marketing spend of approximately US$44 million currently projected in the period from July 2022 to December 2023. While we are currently committed to driving growth, this provides an additional buffer to support the balance sheet.

We expect Life360 to be on a trajectory to consistently positive Operating Cash Flow by late CY23, such that we record positive operating cashflow for CY24.

*excludes an accounting charge for integration costs of approximately US$3 million which will be reflected in CY22 Q2 and Q3 results as a one-time item.

Form 10 First Amendment

As noted in the ASX release dated 27 April 2022, Section 12(g) of the Securities and Exchange Act (Exchange Act) requires an issuer with total assets in excess of US$10 million and more than 2,000 holders of record on the last day of its most recent fiscal year to register its securities with the SEC within 120 days of the fiscal year. Life360 exceeded the holder thresholds as of December 31, 2021 primarily due to equity issuances of common stock and CDIs in connection with the Tile and Jiobit acquisitions, and is therefore required under US law to file the Form 10.

The Form 10 is not being used to conduct a U.S. initial public offering (IPO) or U.S. stock exchange listing and does not raise any additional capital for Life360. The Company's previously announced plans for a US dual listing process via IPO have ceased due to the change in market conditions since the process commenced in Q4 2021. The Company maintains a very strong capital position, with more than US$98 million of cash and cash equivalents on the balance sheet as at March 31, 2022.

Life360, Inc. | ARBN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | investors.life360.com

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For personal use only

The Form 10 Registration Statement will become effective (i) automatically by lapse of time sixty (60) days following the initial filing of the Form 10 Registration Statement or (ii) within such shorter period as the SEC may direct, at which point the Company will become a U.S. "public reporting company," subject to the periodic reporting requirements of the Exchange Act, including the requirements to file annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K and also subject to the SEC's proxy statement and tender offer rules. Directors, officers and 10% holders of Life360 will be subject to Section 16 of the Exchange Act and 5% holders of Life360 will be subject to beneficial ownership reporting under Section 13(d) and 13(g) of the Exchange Act.

The amendment to the Form 10 has been lodged today with the ASX, following the filing with the SEC, along with the Company's response to the SEC Comment letter which requested certain additional disclosures and clarifications within the Form 10 itself. This follows the standard process for SEC review of such filings.

The Company expects the Form 10 Registration Statement to become effective in June 2022. Life360 therefore expects to be required to comply with the SEC regulatory regime from CY22 Q2 onwards. The Company has applied for a waiver from the ASX to avoid duplication of financial reporting, while complying with all ASX and SEC required and customary information to the market.

Amendment to March 2022 Quarterly Activities Report and Appendix 4C

The amendment to the Form 10 includes additional disclosures and clarifications requested by the SEC. In addition, due to the elapse of time since the 26 April 2022 lodgement, the Company is required to include in the Form 10 the March 2022 quarter financial statements. Details are set out in the table below.

In accordance with established practice, the Company continues to review the purchase price accounting for the Tile acquisition which closed in the March 2022 Quarter as additional accounting information becomes available within the 12 month lookback period under US GAAP. As a result of the Company's review, it has made several adjustments which result in the following changes to the income statement and statement of operating cash flows that were included in the March 2022 Quarterly Activities Report and Appendix 4C lodged with the ASX on 26 April 2022. An amended Appendix 4C for the March 2022 Quarter is attached.

Income Statement - Q1'2022

Consolidated Revenue	US$M
March 2022 Quarterly Activities Report	52.7
Revenue deferral from Q1 to Q2 due to Placer.ai recognition of the	(1.7)
exclusivity and the initial valuation and recognition of the warrant
Amended Form 10	51.0
Consolidated Non-GAAP Underlying EBITDA	US$M
March 2022 Quarterly Activities Report	(12.6)
Revenue deferral from Q1 to Q2 due to Placer.ai recognition of the	(1.7)
exclusivity and the initial valuation and recognition of the warrant
Accounting adjustments to align with group accounting policies upon	0.6
acquisition of Tile including capitalization of internally developed
software, adoption of ASC 842 (lease accounting) and deferred
costs.
Adjusted Consolidated Non-GAAP Underlying EBITDA	(13.7)

Life360, Inc. | ARBN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | investors.life360.com

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Cash Flow Statement - Q1'2022

Net cash from/(used in) operating activities	US$M
March 2022 Appendix 4C	(37.8)
Reclassification to "Net cash from / (used in) investing	16.1
activities" due to purchase price accounting adjustments to
consideration attributable to the option payout and bonuses in the
merger agreement.
Amended March 2022 Appendix 4C	(21.7)
Net cash from/(used in) investing activities	US$M
March 2022 Appendix 4C	(96.2)
Reclassification to "Net cash from / (used in) investing	(16.1)
activities" due to purchase price accounting adjustments to
consideration attributable to the option payout and bonuses in the
merger agreement.
Amended March 2022 Appendix 4C	(112.3)

June 2022 Quarter Financial Statements

Life360 expects to lodge its Q2 2022 Financial Statements with the ASX on 16 August AEST.

Authorisation

Chris Hulls, Director, Co-Founder and Chief Executive Officer of Life360 authorised this announcement being given to ASX.

About Life360

Life360 operates a platform for today's busy families, bringing them closer together by helping them better know, communicate with and protect the people they care about most. The Company's core offering, the Life360 mobile app, is a market leading app for families, with features that range from communications to driving safety and location sharing. Life360 is based in San Francisco and had more than 38 million monthly active users (MAU) as at March 2022, located in 195 countries.

Contacts

For investor enquiries:	For media enquiries:
Jolanta Masojada, [phone],	Giles Rafferty, [phone]
[e-mail]	[e-mail]

Life360's CDIs are issued in reliance on the exemption from registration contained in Regulation S of the US Securities Act of 1933 (Securities Act) for offers of securities which are made outside the US. Accordingly, the CDIs, have not been, and will not be, registered under the Securities Act or the laws of any state or other jurisdiction in the US. As a result of relying on the Regulation S exemption, the CDIs are 'restricted securities' under Rule 144 of the Securities Act. This means that you are unable to sell the CDIs into the US or to a US person who is not a QIB for the foreseeable future except in very limited circumstances until after the end of the restricted period, unless the re-sale of the CDIs is registered under the Securities Act or an exemption is available. To enforce the above transfer restrictions, all CDIs issued bear a FOR Financial Product designation on the ASX. This designation restricts any CDIs from being sold on ASX to US persons excluding QIBs. However, you are still able to freely transfer your CDIs on ASX to any person other than a US person who is not a QIB. In addition, hedging transactions with regard to the CDIs may only be conducted in accordance with the Securities Act.

Life360, Inc. | ARBN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | investors.life360.com

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For personal use only

Future performance and forward-looking statements

This announcement contains forward-looking statements about future events, including statements regarding Life360's intentions, objectives, plans, expectations, assumptions and beliefs about future events, including Life360's expectations with respect to the financial and operating performance of its business, its capital position, future growth, its integration of Tile and Jiobit and its Form 10 Registration Statement. The words "anticipate", "believe", "expect", "project", "predict", "will", "forecast", "estimate", "likely", "intend", "outlook", "should", "could", "may", "target", "plan" and other similar expressions can generally be used to identify forward-looking statements. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. Investors and prospective investors are cautioned not to place undue reliance on these forward-looking statements as they involve inherent risk and uncertainty (both general and specific) and should note that they are provided as a general guide only. There is a risk that such predictions, forecasts, projections and other forward-looking statements will not be achieved. Subject to any continuing obligations under applicable law, Life360 does not undertake any obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement, to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statements are based. While due care has been used in the preparation of forecast information, actual results may vary in a materially positive or negative manner. Forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainty, assumptions and contingencies, many of which are outside Life360's control, and are based on estimates and assumptions that are subject to change and may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. To the maximum extent permitted by law, responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise is disclaimed. This announcement should not be relied upon as a recommendation or forecast by Life360. Past performance information given in this document is given for illustrative purposes only and is not necessarily a guide to future performance and no representation or warranty is made by any person as to the likelihood of achievement or reasonableness of any forward-looking statements, forecast financial information, future share price performance or any underlying assumptions. Nothing contained in this document nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of Life360.

Life360, Inc. | ARBN 629 412 942 | 539 Bryant St, Suite 402, San Francisco, CA 94107 | investors.life360.com

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 10

only		GENERAL FORM FOR REGISTRATION OF SECURITIES
	Pursuant to Section 12(b) or (g) of
	The Securities Exchange Act of 1934
use
		Life360, Inc.
	(Exact name of registrant as specified in its charter)
	Delaware	26-0197666
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
personal
539 Bryant Street, Suite 402
	San Francisco, CA	94107
(Address of principal executive offices)	(Zip Code)
	Registrant's telephone number, including area code:
		Tel: [phone]
		With copies to:
	Gregory Heibel, Esq.
	Alice Hsu, Esq.	Christopher Hulls
Marsha Mogilevich, Esq.
Orrick, Herrington & Sutcliffe LLP	Chief Executive Officer
	The Orrick Building	Life360, Inc.
	405 Howard Street	539 Bryant Street, Suite 402
San Francisco, California 94105	San Francisco, CA 94107
Telephone: [phone]	Telephone: [phone]
	Securities to be registered pursuant to Section 12(b) of the Act:
		None
	Securities to be registered pursuant to Section 12(g) of the Act:
		Common Stock, par value $0.001 per share
			(Title of class)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
ForLarge accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
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. ☐