Life360 : Form 10 Registration

ASX ANNOUNCEMENT

27 April 2022

Form 10 Registration

Life360, Inc. (Life360 or the Company) (ASX: 360) announced today that it has filed a Form 10 Registration Statement, dated April 26, 2022, with the U.S. Securities and Exchange Commission (SEC) and the Australian Securities Exchange (ASX).

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 fiscal year to register 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.

The Form 10 Registration Statement will become effective (i) automatically by lapse of time sixty (60) days following the 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 and 5% holders of Life360 will be subject to beneficial ownership reporting under Section 13(d) and 13(g).

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 intends to apply 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.

Life360 Co-Founder and CEO Chris Hulls said: "We are excited by the continuing growth of Life360, which has seen the business achieve a scale that places us among the most globally significant social networks. As we grow and broaden our shareholder base, particularly in the US, we welcome the opportunity to comply with US financial reporting practices, which complement our current ASX reporting regime. The addition of US financial reporting practices will provide US-based shareholders access to a more familiar reporting framework, and allow all our shareholders to make an easier, like for like, comparison of Life360 with our US-based peer group."

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.

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

The Securities Exchange Act of 1934

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.)
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.
Marsha Mogilevich, Esq.	Christopher Hulls
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.

Large accelerated filer '	Accelerated filer	'
Non-accelerated filer È	Smaller reporting company	'
Emerging growth company È

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. '

TABLE OF CONTENTS

ITEM1.BUSINESS ..................................................................... 1

ITEM1A.RISKFACTORS ............................................................... 25

ITEM2.FINANCIALINFORMATION ..................................................... 80

ITEM 3. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . 123

ITEM5.DIRECTORSANDEXECUTIVEOFFICERS ......................................... 125

ITEM6.EXECUTIVECOMPENSATION ................................................... 129

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139

ITEM 8. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND

RELATEDSTOCKHOLDERMATTERS .................................................. 141

ITEM10.RECENTSALESOFUNREGISTEREDSECURITIES ................................. 143

ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED . . . . . . . . . . . . . . . . 144

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . 150

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIALDISCLOSURE ............................................................ 151

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151

i

EXPLANATORY NOTE

Life360, Inc. is filing this General Form for Registration of Securities on Form 10 (this "Registration Statement") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to register our common stock, including all shares of common stock underlying our CHESS Depositary Interests ("CDIs"), par value $0.001 per share (the "common stock"), pursuant to Section 12(g) of the Exchange Act. Once this Registration Statement is effective, the Company will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require the Company, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and the Company will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. The Securities and Exchange Commission maintains an Internet website (http://www.sec.gov) that contains the reports mentioned in this section. Information contained on the website does not constitute part of this Registration Statement. We have included our website address in this Registration Statement solely as an inactive textual reference.

In this Registration Statement, unless the context suggests otherwise, the terms:

• • "we," "us," "Life360" and "Company" refer to Life360, Inc., a Delaware corporation, and its subsidiaries;

• • "$" or "USD" refers to U.S. Dollar;

• • "A$" or "AUD" refers to Australian Dollar;

• • "active user" refers to a member who opens the Life360 app after completing their registration;

• • "ARPPC" refers to Average Revenue per Paying Circle which is our revenue for the period presented divided by the Average Paying Circles during the same period;

• • "ASX" refers to the Australian Securities Exchange;

• • "Average Paying Circles" are calculated based on adding the number of Paying Circles as of the beginning of the period to the number of Paying Circles as of the end of the period, and then dividing by two;

• • "Board" refers to the board of directors of Life360, Inc.;

• • "Bylaws" refers to the amended and restated bylaws of Life360, Inc.;

• • "CDI" refers to CHESS Depositary Interests;

• • "CHESS" refers to the Clearing House Electronic Subregister System;

• • "Circles" refers to private groups created by members on the Life360 Platform, which allow members to stay connected to other members in the Circle with Circle-specific features such as location sharing, messaging and check-ins;

• • "GAAP" refers to generally accepted accounting principles in the United States;

• • "Jiobit" refers to Jio, Inc., a Delaware corporation and a wholly-owned subsidiary of Life360, Inc.;

• • "Jiobit Acquisition" refers to Life360, Inc.'s acquisition of Jio, Inc. in September 2021;

• • "Life360 Platform" refers to the suite of Life360 offerings of products and services including the Life360 mobile application and related third-party services but excluding Tile and Jiobit offerings;

• • "Life360 Service" refers to the suite of Life360 offerings of products and services including the Life360, Tile and Jiobit mobile applications and related third-party services;

• • "MAUs" refers to monthly active users of the Life360 Platform;

• • "member cohort" refers to a group of members that downloads the Life360 app and registers for the Life360 Platform in a given month;

• • "members" refers to the users of the applicable Life360 Service;

• • "Paying Circles" refers to the Circles covered by a subscription;

ii