We are pleased to invite you to attend a special meeting (the “Special Meeting”) of shareholders of The Shyft Group, Inc., a Michigan corporation (“Shyft”), to be held virtually on [__________], 2025, at [____], Eastern Time. As previously announced, on December 16, 2024, Shyft, Aebi Schmidt Holding AG, a Swiss stock corporation (Aktiengesellschaft) (“Aebi Schmidt”), ASH US Group, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc., a Michigan corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub”), entered into that certain Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Shyft (the “Merger”), with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt.

The Merger will combine Aebi Schmidt’s specialty vehicle products and services (including commercial truck upfitting, snow and ice clearing, street sweeping and pavement marking, airport snow and ice clearing, and agricultural solutions) with Shyft’s manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets to create a full suite of offerings for both companies’ customers. The combined company will benefit from a scaled platform in the attractive North American market, complemented by a strong European presence, and an enhanced financial profile to support profitable growth and to deliver additional value to shareholders.

At the upcoming Special Meeting, we are asking for your support on a proposal, among other related proposals described below, to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, which we discuss in more detail in the following pages. On December 15, 2024, the Board of Directors of Shyft (our “Board”) held a meeting at which the directors present at such meeting unanimously determined that the Merger Agreement, and the transaction contemplated thereby, are fair to and in the best interests of Shyft and our shareholders. All directors of our Board were present at such meeting other than Mark Rourke.

Shyft is a North American company active in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets. Shyft brings a 50-year legacy serving its customers, which include first-to-last mile delivery companies across vocations, federal, state, and local government entities; the trades; and utility and infrastructure segments. Shyft is organized into two core business units: Shyft Fleet Vehicles and Services™ and Shyft Specialty Vehicles™. Today, its family of brands include Utilimaster®, Blue Arc™ EV Solutions, Royal® Truck Body, DuraMag® and Magnum®, Strobes-R-Us, Spartan® RV Chassis, Builtmore Contract Manufacturing™, and Independent Truck Upfitters. Shyft and its go-to-market brands are well known in their respective industries for quality, durability, and first-to-market innovation. Shyft employs approximately 2,900 employees and contractors across campuses, and operates facilities in Arizona, California, Florida, Indiana, Iowa, Maine, Michigan, Missouri, Pennsylvania, Tennessee, Texas, and Saltillo, Mexico. Shyft reported sales of $786,000,000 in 2024.

At the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt. At the Effective Time, each share of Shyft common stock issued and outstanding immediately prior to the Effective Time (other than shares of Shyft common stock that are held immediately prior to the Effective Time by Holdco, Aebi Schmidt, Merger Sub or any of their respective subsidiaries) will automatically be converted into the right to receive 1.040166432 fully paid and nonassessable shares of Aebi Schmidt common stock, subject to any adjustments and withholdings described in the Merger Agreement.

The combined company will retain the name “Aebi Schmidt Holding AG” and will be headquartered at Aebi Schmidt’s current corporate office. As of the consummation of the Merger (the “Closing”), Aebi Schmidt’s common stock will be listed on the Nasdaq Global Select Market. The combined company will be a Swiss-domiciled stock corporation, headquartered in Switzerland, with a strong presence and significant footprint in the U.S. As a result of the Merger, the holders of (a) Shyft common stock as of immediately prior to the Effective Time will collectively own approximately 48% of the issued and outstanding shares of the common stock of the combined company on a pro forma basis and (b) Aebi Schmidt common stock as of immediately prior to the Effective Time will collectively own approximately 52% of the issued and outstanding shares of the common stock of the combined company on a pro forma basis.

At the Special Meeting, you will be asked to vote on:

Approval of the Merger Proposal, in accordance with the Restated Articles of Incorporation of Shyft, the Second Amended and Restated Bylaws of Shyft and the Business Corporation Act of the State of Michigan, MCL 450.1101 et seq., requires that the holders of a majority of the outstanding shares of Shyft common stock entitled to vote thereon cast a vote “FOR” the Merger Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy). Approval of the Advisory Compensation Proposal requires more votes are cast “FOR” than “AGAINST” the Advisory Compensation Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy). Approval of the Adjournment Proposal requires more votes are cast “FOR” than “AGAINST” the Adjournment Proposal at a duly held meeting, without regard to the presence of a quorum at such meeting.

For the Merger Proposal, shares of Shyft common stock not present (in person or represented by proxy) at the Special Meeting, and shares of Shyft common stock present but not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the Merger Proposal. For the Advisory Compensation Proposal, assuming that a quorum is present at the Special Meeting, shares of Shyft common stock not present (in person or represented by proxy) at the Special Meeting, a failure to vote, a broker non-vote or an abstention will have no effect on the vote. For the Adjournment Proposal, shares of Shyft common stock not present (in person or represented by proxy) at the Special Meeting, a failure to vote, a broker non-vote or an abstention will have no effect on the vote, regardless of whether a quorum is present at the Special Meeting.

We cannot complete the Merger unless the Merger Proposal is approved. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, we hope you will vote as soon as possible.

On December 15, 2024, our Board held a meeting at which the directors present at such meeting unanimously adopted resolutions (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Transactions”), are fair to and in the best interests of Shyft and its shareholders; (ii) approving, adopting and declaring advisable the Merger Agreement and the Transactions; (iii) directing that the Merger Agreement be submitted to a vote at a meeting of Shyft’s shareholders; and (iv) recommending the approval of the Merger Agreement and Transactions, by Shyft’s shareholders. All directors were present at such meeting other than Mark Rourke. ACCORDINGLY, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL, “FOR” THE ADVISORY COMPENSATION PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Our obligation to consummate the Merger is subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. The proxy statement/prospectus enclosed herein provides you with detailed information about the proposed Merger. It also contains or references information about us and Aebi Schmidt and certain related matters. You are encouraged to read this document carefully. In particular, you should read the “Risk Factors” section beginning on page 24 for a discussion of the risks you should consider in evaluating the proposed Merger and how it will affect you. If you have any questions regarding this proxy statement/prospectus, you may contact Sodali & Co., our proxy solicitor, by calling toll-free at (800)662-5200. Banks, brokerage firms and other nominees may call collect at (203) 658-9400.

We are excited for the year ahead and this important step in the Shyft journey. We appreciate your ownership of equity in Shyft and thank you for your continued support.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, or the other Transactions, or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This document is dated [______], 2025 and is first being mailed to Shyft shareholders on or about [______], 2025.

Notice is hereby given that the special meeting (the “Special Meeting”) of shareholders of The Shyft Group, Inc., a Michigan corporation (“Shyft”), will be held virtually on [______], 2025, at [____], Eastern Time, for the following purpose:

Your proxy is being solicited by the Board of Directors of Shyft (our “Board”). On December 15, 2024, our Board held a meeting at which the directors present at such meeting unanimously adopted resolutions (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and in the best interests of Shyft and its shareholders; (ii) approving, adopting and declaring advisable the Merger Agreement and transactions contemplated thereby, including the Merger; (iii) directing that the Merger Agreement be submitted to a vote at a meeting of Shyft’s shareholders; and (iv) recommending the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Shyft’s shareholders. All directors were present at such board meeting other than Mark Rourke. ACCORDINGLY, OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL, “FOR” THE ADVISORY COMPENSATION PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Our Board has fixed the close of business on [______], 2025 as the record date (the “Record Date”) for the determination of the Shyft shareholders entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Only shareholders of record of Shyft common stock as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Approval of the Merger Proposal, in accordance with the Restated Articles of Incorporation of Shyft, the Second Amended and Restated Bylaws of Shyft and the Business Corporation Act of the State of Michigan, MCL 450.1101 et seq., requires that the holders of a majority of the outstanding shares of Shyft common stock entitled to vote thereon cast a vote “FOR” the Merger Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy). Approval of the Advisory Compensation Proposal requires more votes are cast “FOR” than “AGAINST” the Advisory Compensation Proposal at a duly held meeting at which a quorum is present (in person or represented by

proxy). Approval of the Adjournment Proposal requires more votes are cast “FOR” than “AGAINST” the Adjournment Proposal at a duly held meeting, without regard to the presence of a quorum at such meeting.

For the Merger Proposal, shares of Shyft common stock not present (in person or represented by proxy) at the Special Meeting, and shares of Shyft common stock present but not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the Merger Proposal. For the Advisory Compensation Proposal, assuming that a quorum is present at the Special Meeting, shares of Shyft common stock not present (in person or represented by proxy) at the Special Meeting, a failure to vote, a broker non-vote or an abstention will have no effect on the vote. For the Adjournment Proposal, shares of Shyft common stock not present (in person or represented by proxy) at the Special Meeting, a failure to vote, a broker non-vote or an abstention will have no effect on the vote, regardless of whether a quorum is present at the Special Meeting.

We cannot complete the Merger unless the Merger Proposal is approved. Your vote is very important, regardless of the number of shares you own. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your vote through the Internet or telephonically. Whether or not you plan to attend the Special Meeting, we urge you to vote. Registered shareholders may vote (i) via the Internet, (ii) by telephone, (iii) by returning a properly executed proxy card or (iv) virtually at the Special Meeting. If your shares are held in the name of a bank, broker, trustee or other nominee, follow the instructions you receive from your nominee on how to vote your shares. Registered shareholders who attend the Special Meeting may vote their shares virtually at the Special Meeting even if they previously have voted their shares.

You may access the Special Meeting by visiting www.virtualshareholdermeeting.com/SHYF2025SM and following the instructions provided on your proxy card or notice and entering the control number found on their proxy card or notice to enter the Special Meeting. If Shyft shareholders wish to vote their shares electronically during the Special Meeting, they will need to visit www.virtualshareholdermeeting.com/SHYF2025SM during the Special Meeting while the polls are open (shareholders will need their control number included on their proxy card or notice or assigned to them in the registration confirmation email, as applicable).

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Sodali & Co., our proxy solicitor, by calling toll-free at (800) 662-5200. Banks, brokerage firms and other nominees may call collect at (203) 658-9400.

This Notice of Special Meeting of Shyft shareholders, proxy statement/prospectus and proxy card are first being mailed to Shyft shareholders on or about [_____], 2025.

This proxy statement/prospectus, which forms a part of a Registration Statement on Form S-4 filed with the SEC by Aebi Schmidt (Registration Statement No. [333 -______]), constitutes a prospectus of Aebi Schmidt under Section 5 of the Securities Act with respect to the shares of Aebi Schmidt common stock to be issued to Shyft shareholders as merger consideration pursuant to the Merger Agreement.

This document also constitutes a proxy statement of Shyft under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Special Meeting, at which Shyft shareholders will be asked to consider and vote upon the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Aebi Schmidt has supplied all information contained in this proxy statement/prospectus relating to Aebi Schmidt, Holdco and Merger Sub and their respective subsidiaries, and Shyft has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Shyft and its subsidiaries.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Shyft and Aebi Schmidt have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth above on the cover page of this proxy statement/prospectus, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Shyft shareholders nor the issuance by Aebi Schmidt of shares of Aebi Schmidt common stock as merger consideration pursuant to the Merger Agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or as the context otherwise requires, a reference in the rest of this proxy statement/prospectus and registration statement to:

“2024 Form 10-K” refers to Shyft’s annual report on Form 10-K, filed with the SEC on February 20, 2025.

“Adjournment Proposal” refers to the proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies, in the event that there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal or the Advisory Compensation Proposal.

“Aebi Schmidt” refers to Aebi Schmidt Holding AG, a Swiss stock corporation (Aktiengesellschaft), with its registered office at Schulstrasse 4, CH-8500 Frauenfeld, Switzerland and registered in the Commercial Register of the Canton of Thurgau under company number CHE-112.947.556.

“Aebi Schmidt Acquisition Proposal” refers to any proposal, offer (including tender or exchange offers) or indication of interest, other than the Transactions, (i) with respect to a merger, consolidation, business combination, recapitalization, binding share exchange, scheme of arrangement or other similar transaction involving Aebi Schmidt or any of its subsidiaries with respect to assets that, taken together, constitute more than 20% of Aebi Schmidt’s consolidated assets, (ii) to acquire in any manner, directly or indirectly, in one or more transactions, more than 20% of the issued and outstanding Aebi Schmidt Common Stock or securities of Aebi Schmidt representing more than 20% of the voting power of Aebi Schmidt or (iii) to acquire in any manner (including the acquisition of equity securities in any wholly owned subsidiary of Aebi Schmidt), directly or indirectly, in one or more transactions, assets or businesses of Aebi Schmidt or its subsidiaries, representing more than 20% of the consolidated assets of Aebi Schmidt.

“Aebi Schmidt’s Board” refers to the board of directors of Aebi Schmidt.

“Aebi Schmidt Common Stock” refers to (i) the current common stock of Aebi Schmidt, par value CHF 10 per share, or (ii) the common stock of Aebi Schmidt, par value $1.00 per share, immediately following the Exchange Agent’s contribution of the membership interests of Holdco to Aebi Schmidt and any subsequent entry of a capital increase in the commercial register of Aebi Schmidt, as applicable.

“Amended Articles” refers to the Amended Articles of Association of Aebi Schmidt, substantially in the form attached to this proxy statement/prospectus as Annex F, to be effective as of immediately prior to the Effective Time.

“CFIUS” refers to the Committee on Foreign Investment in the United States and each member agency thereof, acting in such capacity.

“CFIUS Authorities” refers to Section 721 of the Defense Production Act of 1950, as amended, and all regulations issued and effective thereunder.

“CFIUS Clearance” refers to (a) the parties having received written notice from CFIUS that either (i) CFIUS has determined that the Transactions are not a “covered transaction” within the meaning of the CFIUS Authorities or (ii) CFIUS has concluded its review (or, if applicable, investigation) under the CFIUS Authorities of the Transactions in response to a joint voluntary notice submitted by the parties, and CFIUS’s determination that there are no unresolved national security concerns with respect to the Transactions, and advised that action under the CFIUS Authorities has concluded with respect to the Transactions or (b) CFIUS having sent a report to the President of the United States (“President”) requesting the President’s decision on the joint voluntary notice submitted by the parties and either (i) the period under the CFIUS Authorities during which the President may announce a decision to take action to suspend, prohibit or place any limitations on the Transactions has expired or (ii) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Transactions.

“Closing” refers to the consummation of the Merger.

“Closing Date” refers to the date on which the Closing occurs.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“Combined Company” refers to Aebi Schmidt as of and following the Effective Time.

“Combined Company Board” refers to the board of directors of the Combined Company.

“Confidentiality Agreement” refers to that certain confidentiality agreement, dated as of September 30, 2024, between Shyft and Aebi Schmidt.

“Davis Polk” refers to Davis Polk & Wardwell LLP, in its capacity as outside legal advisor to Shyft.

“Deutsche Bank” refers to Deutsche Bank Securities Inc.

“DOJ” refers to the United States Department of Justice.

“Effective Time” refers to the effective time of the Merger.

“End Date” refers to 5:00 p.m. New York time on the date that is nine months after the date of the Merger Agreement.

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” refers to a ratio of 1.040166432 fully paid and nonassessable shares of Aebi Schmidt Common Stock to be issued under the Merger Agreement to Shyft shareholders holding shares of Shyft Common Stock as of immediately prior to the Effective Time in respect of each issued and outstanding share of Shyft Common Stock held by such Shyft shareholder as of immediately prior to the Effective Time.

“Existing Credit Facilities Agreement” refers to that certain credit facilities agreement, dated as of November 11, 2021 and amended on July 13, 2023, by and among Aebi Schmidt, as original borrower and original guarantor, certain of its subsidiaries as original borrowers, and dated as of November 11, 2021 and amended on July 13, 2023, with a syndicate of lenders led by UBS Switzerland AG and Zürcher Kantonalbank (and originally Credit Suisse (Switzerland) Ltd.).

“Fruithof Relationship Agreement” refers to the Relationship Agreement to be entered into concurrently at the Closing by and between Aebi Schmidt and Barend Fruithof, in substantially the form attached to this proxy statement/prospectus as Annex C-2.

“FTC” refers to the United States Federal Trade Commission.

“Gebuka” refers to Gebuka AG, a Swiss stock corporation (Aktiengesellschaft) with its registered office at Rietlistrasse 12, CH-6345 Neuheim, Switzerland and registered in the Commercial Register of the Canton of Zug under company number CHE-102.456.972.

“Gebuka Relationship Agreement” refers to the Relationship Agreement to be entered into concurrently at the Closing by and between Aebi Schmidt and Gebuka, in substantially the form attached to this proxy statement/prospectus as Annex C-3.

“Holdco” refers to ASH US Group, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Aebi Schmidt.

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“MBCA” means the Business Corporation Act of the State of Michigan, MCL 450.1101 et seq.

“Merger” refers to the merger of Merger Sub with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt, pursuant to the terms and conditions set forth in the Merger Agreement.

“Merger Agreement” refers to that certain Agreement and Plan of Merger, dated as of December 16, 2024, by and among Shyft, Aebi Schmidt, Holdco and Merger Sub.

“Merger Consideration” refers to the aggregate number of fully paid and nonassessable shares of Aebi Schmidt Common Stock to be issued to the holders of shares of Shyft Common Stock pursuant to the Merger Agreement as consideration for the Merger.

“Merger Proposal” refers to the proposal at the Special Meeting to approve the Merger Agreement and the Transactions.

“Merger Sub” refers to Badger Merger Sub, Inc., a Michigan corporation and a direct, wholly owned subsidiary of Holdco.

“Nasdaq” refers to Nasdaq Global Select Market.

“New Credit Facilities Agreement” refers to that certain credit facilities agreement, dated as of March 10, 2025, by and among Aebi Schmidt, as original borrower and original guarantor, certain of its subsidiaries as guarantors, and a syndicate of lenders (the “Lenders”) led by UBS Switzerland AG and Zürcher Kantonalbank (the “Original Lenders”).

“Other Swiss Tax Rulings” refers to the Swiss Tax ruling applications to be filed, as the case may be, with the Swiss Federal Tax Administration or the Cantonal Tax Administration of the Canton of Thurgau (i) relating to the exemption of the Transactions from the Swiss issuance stamp tax (Emissionsgabe) and the Swiss transfer stamp tax (Umsatzabgabe), (ii) providing that the Transactions do not trigger adverse Swiss federal, cantonal or municipal corporate income tax consequences for Aebi Schmidt or a subsidiary of Aebi Schmidt, (iii) confirming the tax consequences of the transaction for Aebi Schmidt's shareholders and (iv) relating to the Debt Financing.

“PCS” refers to PCS Holding AG, a Swiss stock corporation (Aktiengesellschaft), with its registered office at Schulstrasse 4, CH-8500 Frauenfeld, Switzerland and registered in the Commercial Register of the Canton of Thurgau under company number CHE-113.341.161.

“PCS Parties” refers to Peter Spuhler and PCS.

“PCS Relationship Agreement” refers to the Relationship Agreement, in substantially the form attached to this proxy statement/prospectus as Annex C-1, to be entered into concurrently at the Closing by and among Aebi Schmidt and the PCS Parties.

“Proposal” refers to the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

“Record Date” refers to the record date for the determination of the Shyft shareholders entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof, which date has been set by Shyft’s Board to be [______] 2025.

“Relationship Agreements” refers to the PCS Relationship Agreement, the Gebuka Relationship Agreement and the Fruithof Relationship Agreement.

“Required Swiss Tax Rulings” refers to the Swiss tax ruling application relating to the creation of paid-in capital (reserves from capital contribution; Reserven aus Kapitaleinlagen) for purposes of Swiss dividend withholding tax to be filed by Aebi Schmidt with the following divisions of the Swiss Federal Tax Authorities: (i) External Audit Division – Team Rulings, and (ii) Refund Division – Team 5.

“Shyft” refers to The Shyft Group, Inc., a Michigan corporation.

“Shyft Acquisition Proposal” refers to any proposal, offer (including tender or exchange offers) or indication of interest, other than the Transactions, (i) with respect to a merger, consolidation, business combination, recapitalization, binding share exchange, scheme of arrangement or other similar transaction involving Shyft or any of its subsidiaries with respect to assets that, taken together, constitute more than 20% of Shyft’s consolidated assets, (ii) to acquire in any manner, directly or indirectly, in one or more transactions, more than 20% of the issued and outstanding Shyft Common Stock or securities of Shyft representing more than 20% of the voting power of Shyft, or (iii) to acquire in any manner (including the acquisition of equity securities in any wholly owned subsidiary of Shyft), directly or indirectly, in one or more transactions, assets or businesses of Shyft or its subsidiaries, representing more than 20% of the consolidated assets of Shyft.

“Shyft Board” and “Shyft’s Board” refer to the board of directors of Shyft.

“Shyft Common Stock” refers to the common stock, no par value, of Shyft.

“Shyft Intervening Event” refers to any material event, change, effect, development or occurrence arising after the date of the Merger Agreement that was not known or not reasonably foreseeable, or the material consequences, probability or magnitude of which were not known or not reasonably foreseeable in each case to, any member of Shyft’s Board, as of or prior to the date of the Merger Agreement and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by Shyft (or to be refrained from being taken by Shyft) pursuant to, the Merger Agreement; provided, however, that in no event will the following events, circumstances, or changes in circumstances constitute a Shyft Intervening Event: (a) the receipt, existence, or terms of a Shyft Acquisition Proposal or consequence thereof or any inquiry, proposal or offer from any third party of the nature described in the definition of “Shyft Acquisition Proposal”; (b) any change in the price, or change in trading volume, of Shyft Common Stock; or (c) the mere fact, in and of itself, that Shyft meets or exceeds any internal or

published financial projections or forecasts for any period ending on or after the date of the Merger Agreement (provided, however, that the exceptions to this clause contained in (b) and (c) will not apply to the underlying causes, changes, or facts giving rise to or contributing to such change or prevent any of such underlying causes, changes, or facts from being taken into account in determining whether a Shyft Intervening Event has occurred).

“Shyft Superior Proposal” refers to any bona fide, written Shyft Acquisition Proposal (with all references to “20%” in the definition of Shyft Acquisition Proposal being deemed to be references to “50%”) on terms that Shyft’s Board determines in good faith, after consultation with its financial advisors and outside legal counsel, and taking into account all relevant factors that Shyft’s Board considers to be appropriate (including the identity of the person making the Shyft Acquisition Proposal and the expected timing and likelihood of consummation, any governmental or other approval requirements (including divestitures and entry into other commitments and limitations), conditions to consummation and availability of necessary financing), would result in a transaction that, if consummated, is more favorable to Shyft and its shareholders from a financial point of view than the Transactions (taking into account any proposal by Aebi Schmidt to amend the terms of the Merger Agreement that, if accepted by Shyft, would be binding upon Aebi Schmidt).

“Special Meeting” refers to the special meeting of Shyft shareholders to be held virtually on [  ], 2025, at [____], Eastern Time.

“Specified Stockholders” refers to the PCS Parties, Gebuka and Barend Fruithof.

“Support Agreement” refers to that certain Support Agreement, dated as of December 16, 2024, by and among Shyft and the Specified Stockholders, attached to this proxy statement/prospectus as Annex E.

“Surviving Corporation” refers to Shyft in its capacity as the surviving corporation of the Merger.

“Swiss Tax Rulings” refers to, collectively, the Required Swiss Tax Ruling and the Other Swiss Tax Rulings.

“Transactions” refers to the transactions contemplated by the Merger Agreement and the ancillary agreements thereto (including the Merger but excluding the Debt Financing).

“U.S. GAAP” refers to generally accepted accounting principles in the United States.

Notwithstanding anything to the contrary contained herein, the terms specifically defined in the sections of this proxy statement/prospectus entitled “Historical Consolidated Financial Information of Aebi Schmidt”, “Selected Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Aebi Schmidt”, “Unaudited Pro Forma Combined Financial Information”, and “Notes to Unaudited Pro Forma Condensed Combined Financial Information”, respectively, are used solely for the purposes of such sections and do not apply to any other section of this proxy statement/prospectus.

Stock issuable as part of the Merger Consideration in connection with the Transactions having been declared effective by the SEC, and (vii) the confirmation of the Required Swiss Tax Rulings in all material aspects and without material reservations by the Swiss Federal Tax Administration.

The Closing is also subject to the satisfaction or waiver of a number of other conditions, including, among others, the accuracy of representations and warranties in the Merger Agreement (subject to certain materiality qualifiers, and other customary exceptions), the performance in all material respects by Shyft and Aebi Schmidt of Shyft’s respective obligations under the Merger Agreement, the absence of a material adverse effect on Shyft or Aebi Schmidt, the receipt by Shyft and Aebi Schmidt of officer certificates signed on behalf of Aebi Schmidt, Holdco and Merger Sub, with respect to the certificate to be received by Shyft, and signed on behalf of Shyft with respect to the certificate to be received by Aebi Schmidt, certifying the satisfaction of the preceding conditions. In addition, the Closing is subject to the execution and delivery by Shyft, Aebi Schmidt and holders of Aebi Schmidt Common Stock of the Relationship Agreements and the Registration Rights Agreement. For more information, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to Completion of the Merger” for a further discussion of these agreements.

If these conditions are not satisfied (or waived, if applicable) by certain dates specified in the Merger Agreement, either Shyft or Aebi Schmidt may terminate the Merger Agreement in certain circumstances. Specifically, pursuant to the Merger Agreement, approval of the Merger Proposal is a condition to the consummation of the Merger. Accordingly, the Merger cannot be completed unless Shyft shareholders approve the Merger Proposal. If any of the required votes are not obtained from Shyft shareholders, the Merger Agreement may be terminated in accordance with its terms.

For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, please see the section of this proxy statement entitled “The Merger Agreement—Conditions to Completion of the Merger.”

Shyft can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable) in a timely manner or at all. Furthermore, if all required consents and approvals are obtained and all closing conditions are timely satisfied (or waived, if applicable), Shyft can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the closing conditions are outside of either Shyft’s or Aebi Schmidt’s control, and neither company can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the Merger could cause Shyft not to realize some or all of the benefits that Shyft expects to achieve if the Merger is successfully completed within its expected timeframe.

The number of shares of Aebi Schmidt Common Stock to be issued to Shyft shareholders as consideration for the Merger will be determined based on the Exchange Ratio set forth in the Merger Agreement as a result of negotiations between the parties as to the relative values of the two companies. The Exchange Ratio is subject to adjustments in the case of reclassifications, recapitalization, stock splits or other actions but is not adjustable for any change in market value of Shyft Common Stock following the announcement of, but prior to the consummation of, the Merger. Therefore, if before the completion of the Merger, the market price of Shyft Common Stock increases from the market price on the date of the Merger Agreement, there will not be any corresponding increase in the number of shares of Aebi Schmidt Common Stock to be issued to Shyft shareholders as consideration for the Merger. The lack of adjustment to the Exchange Ratio may result in the value of the Merger Consideration increasing or decreasing based on changes in the trading price of Shyft Common Stock following the announcement of the Merger relative to the value of Aebi Schmidt Common Stock to be issued.

The Merger Consideration consists entirely of shares of Aebi Schmidt Common Stock. Therefore, the value of the Merger Consideration will depend on the market price of the shares of Aebi Schmidt Common Stock at the Effective Time. Because there has not been any public market for Aebi Schmidt Common Stock, the market price and trading volume of Aebi Schmidt Common Stock following the Effective Time may be volatile. Further, since the Shyft Common Stock is currently included in the Russell 3000 Index and the Aebi Schmidt Common Stock may not

be included in the Russell 3000 Index or other stock indices, significant amounts of Aebi Schmidt Common Stock may have to be sold in the open market by index funds and other investors where there may not be offsetting demand.

This proxy statement/prospectus includes certain financial forecasts for Shyft and Aebi Schmidt. The financial forecasts have been prepared by management of Shyft or Aebi Schmidt, as applicable, and neither company’s independent registered public accounting firm has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to such financial forecasts or related information. The financial forecasts were prepared in connection with the Merger and should not be considered financial guidance. There can be no assurance that Shyft or Aebi Schmidt’s actual results for the periods presented herein will not differ from the financial forecasts presented herein and such changes could be material. For more information, please see the section of this proxy statement/prospectus entitled “The Merger—Certain Unaudited Prospective Financial Information Utilized by Shyft’s Board and Financial Advisor.”

Concurrently with the Closing, the Specified Stockholders will enter into the Relationship Agreements in substantially the form attached hereto as Annexes C-1, C-2 and C-3, as applicable. The Relationship Agreements will establish certain rights, restrictions and obligations of the Specified Stockholders, and will set forth other arrangements relating to the Combined Company, including the right of PCS to designate up to four individuals for nomination to the Combined Company Board, subject to the PCS Parties maintaining certain beneficial ownership of shares of Aebi Schmidt Common Stock. Pursuant to the Relationship Agreements, after the second anniversary of the Closing, the Specified Stockholders may increase their stake in the Combined Company, which would lead to more influence of the Specified Stockholders in the Combined Company’s general meeting of shareholders. Also, the PCS Relationship Agreement can be terminated by PCS after the fourth anniversary of the Closing, and if the PCS Relationship Agreement were to be terminated, the PCS Parties could nominate more members to the Combined Company Board than what is envisaged by the PCS Relationship Agreement. The interests of the parties to the Relationship Agreements may differ from those of other holders of Aebi Schmidt Common Stock. For more information, please see the section of this proxy statement/prospectus entitled “Other Related Agreements—Relationship Agreements.”

Shyft currently anticipates that the Merger will be accretive to Shyft’s adjusted diluted earnings and free cash flow in the first full year following the consummation of the Merger after certain adjustments. This expectation is based on preliminary estimates, which may change materially. Shyft could also encounter additional transaction and integration related costs and other factors such as failure to realize all of the benefits anticipated in the Merger. All of these factors could cause dilution to Shyft’s adjusted diluted earnings and free cash flow or decrease or delay the expected accretive effect of the Merger and cause a decrease in the market value of the stock of the Combined Company.

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the requisite shareholder approvals, under the following circumstances:

If the Merger Agreement is terminated, under specified circumstances, Shyft may be required to pay Aebi Schmidt a termination fee of $13,664,855. For more information, please see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and the termination fee may become payable.

In addition, if the Merger is not consummated, Shyft could be subject to litigation related to any failure to consummate the Merger or related to any enforcement proceeding commenced against Shyft to perform Shyft’s obligations under the Merger Agreement. The materialization of any of these risks could materially and adversely impact Shyft’s ongoing business.

If the Merger is not completed for any reason, including as a result of Shyft’s shareholders failing to adopt the Merger Agreement or Aebi Schmidt’s shareholders failing to approve the Transactions, Shyft will remain an independent public company. Shyft’s ongoing business may be materially and adversely affected, and Shyft would be subject to a number of risks, including the following:

For more information, please see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and the termination fee may become payable.

In addition, if the Merger is not completed, Shyft could be subject to litigation related to any failure to consummate the Merger or related to any enforcement proceeding commenced against Shyft and Aebi Schmidt to perform the obligations under the Merger Agreement. The materialization of any of these risks could materially and adversely impact the ongoing business of Shyft and Aebi Schmidt.

The Merger Agreement also includes restrictions on the conduct of Shyft’s business until the earlier of the Closing or termination of the Merger Agreement. For example, unless Shyft and Aebi Schmidt obtain each other’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed), Shyft and Aebi Schmidt may not, subject to certain exceptions and aggregate limitations, incur additional indebtedness, issue

additional shares of Shyft Common Stock and Aebi Schmidt Common Stock outside of Shyft’s and Aebi Schmidt’s equity incentive plans, repurchase Shyft Common Stock and Aebi Schmidt Common Stock, pay dividends, acquire assets, securities or property, dispose of businesses or assets, enter into material contracts or make certain additional capital expenditures. Shyft and Aebi Schmidt may find that these and other contractual restrictions in the Merger Agreement may negatively affect Shyft’s and Aebi Schmidt’s respective businesses and operations or delay or prevent Shyft and Aebi Schmidt from responding, or limit Shyft’s and Aebi Schmidt’s ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if Shyft management and Aebi Schmidt management believes they may be advisable.

For more information, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Conduct of Business” for a description of the restrictive covenants to which each of Shyft and Aebi Schmidt is subject.

The Merger Agreement contains customary “no-shop” provisions that, subject to limited exceptions, restrict Shyft and its subsidiaries’ ability to, directly or indirectly, (i) solicit, initiate or take any action to knowingly facilitate or knowingly encourage or induce the submission of any proposals or offers that constitute or could reasonably be expected to lead to any alternative acquisition proposal, (ii) continue, conduct, engage, enter into or participate in any discussions or negotiations with, furnish any information relating to Shyft or any of Shyft’s subsidiaries or afford access to the business, officers, directors, employees, properties, assets, books or records of Shyft or any of Shyft’s subsidiaries to, or otherwise cooperate in any way with, any third party (or its potential source of financing) that Shyft knows, or would reasonably be expected to know, is actively evaluating, seeking to make, or has made, an alternative acquisition proposal to Shyft, (iii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Shyft or any of its subsidiaries, or (iv) approve, authorize, agree or publicly announce any intention to do any of the foregoing. Further, subject to limited exceptions and consistent with applicable law, the Merger Agreement provides that Shyft’s Board may not fail to make, withdraw or qualify, amend or modify, in each case, in a manner adverse to Aebi Schmidt, its recommendation that Shyft’s shareholders vote in favor of the adoption of the Merger Agreement and the Transactions.

The “no-shop” restrictions on Shyft are subject to a customary “fiduciary out” provision, pursuant to which Shyft may furnish information to, or engage in discussions or negotiations with, a third party in response to a bona fide alternative acquisition proposal from such third party, if Shyft’s Board (a) determines in good faith (after consultation with Shyft’s financial advisor and outside legal counsel) that such proposal either constitutes a Shyft Superior Proposal or would reasonably be expected to result in a Shyft Superior Proposal, and (b) determines in good faith (after consultation with Shyft’s outside legal counsel) that the failure to take such actions would reasonably be expected to be inconsistent with the Shyft Board’s fiduciary duties under applicable law.

Subject to certain conditions and exceptions, Shyft’s Board may also effect an adverse recommendation change in response to a Shyft Intervening Event (as defined in the Merger Agreement) if Shyft’s Board determines in good faith (after consultation with Shyft’s outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with the Shyft Board’s fiduciary duties under applicable law, subject to Shyft’s compliance with certain specified notice requirements and other conditions set forth in the Merger Agreement (including, under certain circumstances and if requested by Aebi Schmidt, the obligation to negotiate in good faith with Aebi Schmidt regarding revisions, if any, to the Merger Agreement proposed by Aebi Schmidt). However, doing so in specified situations could require Shyft to pay to Aebi Schmidt a termination fee of $13,664,855.

The parties believe these provisions are reasonable and not preclusive of other offers, but such provisions could discourage a potential acquiror that might have an interest in making a proposal from considering or proposing any such transaction. Additionally, if the Merger Agreement is terminated and Shyft determines to seek another business combination, Shyft may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement. There also is a risk that the requirement to pay the termination fee or expense payment to Aebi Schmidt in certain circumstances may result in a potential acquiror proposing to pay a lower per share price to acquire Shyft than it might otherwise have proposed to pay.

See the sections of this proxy statement/prospectus entitled “The Merger Agreement—No Solicitation by Shyft; No Adverse Board Recommendation,” “The Merger Agreement—No Solicitation by Aebi Schmidt,” “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” for a more complete discussion of these restrictions and consequences.

The completion of the Merger may require consents or trigger change in control or other provisions in certain agreements to which Shyft or Aebi Schmidt, as applicable, is a party. If Aebi Schmidt and Shyft are unable to obtain consents or negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements, discontinuing business relationships or seeking monetary damages. Even if Aebi Schmidt and Shyft are able to obtain consent or negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Shyft or Aebi Schmidt, as the case may be. Such action could cause the Combined Company to lose business, increase the cost of doing business and/or lower profitability or have other adverse financial impacts.

Shyft can provide no assurance that all required consents will be obtained (or waived, if applicable) in a timely manner or at all, and, if all required consents are obtained, and all other closing conditions are timely satisfied (or waived, if applicable), Shyft can provide no assurance as to the terms, conditions and timing of such consents or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within Shyft’s control, and Shyft cannot predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the Merger could cause Shyft not to realize some or all of the benefits that it expects to achieve if the Merger is successfully completed within its expected timeframe.

In connection with the pendency of the Merger, it is possible that some customers, suppliers, vendors, partners, distributors and others strategic partners with whom Shyft has business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as a result of the Merger or otherwise. These disruptions could have a material adverse effect on the businesses, financial condition, results of operations or prospects of Shyft, Aebi Schmidt and/or the Combined Company, including a material adverse effect on the Combined Company’s ability to realize the anticipated benefits of the Merger. The risk and adverse effect of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Shyft is dependent on the experience and industry knowledge of its officers and other key employees to execute its business plans. The Combined Company’s success after the completion of the Merger will depend in part upon the ability of the Combined Company to retain certain key management personnel and employees of Shyft. Uncertainty about the effect of the Merger on Shyft’s employees may have an adverse effect on Shyft’s business. This uncertainty may impair Shyft’s ability to attract, retain and motivate key employees. Employee retention may be particularly challenging during the pendency of the Merger, as Shyft’s employees may experience uncertainty about their future roles in the combined business. No assurance can be given that Shyft will be able to attract or retain key employees to the same extent that it has been able to attract or retain employees in the past.

In connection with the Merger, third parties may file lawsuits against Shyft, Aebi Schmidt, Holdco, Merger Sub and/or the members of Shyft’s Board. The outcome of any such litigation would be uncertain.

One of the conditions to Closing is the absence of any injunction or other order being in effect that prohibits completion of the Merger. Accordingly, if a dismissal is not granted or a settlement is not reached, any such lawsuits could prevent or delay completion of the Merger. Such lawsuits may also result in substantial costs to Shyft, Aebi Schmidt or the Combined Company following the Merger. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the Combined Company’s business, financial condition, results of operations and cash flows.

The unaudited pro forma condensed combined financial information and prospective financial information contained in this proxy statement/prospectus are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates, do not represent the actual financial condition or results of operations of Shyft and Aebi Schmidt prior to the Merger and may not be an indication of financial condition or results of operations of the Combined Company following the Merger for several reasons. The actual financial condition and results of operations of Shyft and Aebi Schmidt prior to the Merger and those of the Combined Company following the Merger may not be consistent with, or evident from, these unaudited pro forma condensed combined financial information and prospective financial information. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information and prospective financial information may not be realized, and other factors may affect Shyft’s and Aebi Schmidt’s respective financial condition or results of operations prior to the Merger and the Combined Company’s financial condition or results of operations following the Merger. In connection with the preparation of the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus, Shyft and Aebi Schmidt have begun to, and, following the Merger, the Combined Company will continue to, conduct a review of accounting policies of Aebi Schmidt in an effort to determine if there are any differences. As a result of that review, the Combined Company may identify differences among the accounting policies of the companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus. Any potential decline in Shyft’s, Aebi Schmidt’s or the Combined Company’s financial condition or results of operations may cause significant variations in the pro forma financial statements, Shyft’s stock price and the stock price of the Combined Company following the Closing.

Shyft may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the Merger, to the extent permitted by applicable law. Shyft will evaluate the materiality of any such waiver and its effect on Shyft’s shareholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus and resolicitation of proxies is required or warranted. In some cases, if Shyft’s Board determines that such a waiver is warranted but that such waiver or its effect on Shyft’s shareholders is not sufficiently material to warrant resolicitation of proxies, Shyft has the discretion to consummate the Merger without seeking further shareholder approval. Any determination whether to waive any condition to the Merger or as to resoliciting shareholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by Shyft at the time of such waiver based on the facts and circumstances as they exist at that time.

In considering the recommendation of Shyft’s Board that Shyft shareholders adopt the Merger Agreement, Shyft shareholders should be aware that Shyft’s executive officers and directors have interests in the Merger that may be different from, or in addition to, the interests of Shyft shareholders generally. Shyft’s Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the Transactions, including the Merger, and in making their recommendation that Shyft shareholders approve the Merger Agreement and the Transactions, including the Merger. For more information, please see the section of this proxy statement/prospectus entitled “The Merger—Interests of Shyft’s Executive Officers and Non-Employee Directors in the Merger” for a description of the interests of Shyft’s executive officers and directors with respect to the Merger.

Even though Shyft conducted a due diligence investigation of Aebi Schmidt, Shyft cannot be sure that its diligence surfaced all material issues that may be present inside Aebi Schmidt or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Aebi Schmidt and its business and outside of its control will not arise later. If any such material issues arise, they may materially and adversely impact the ongoing business of the Combined Company and Shyft’s shareholders’ investment.

Under the Merger Agreement, Shyft does not have a right to make contractual claims against Aebi Schmidt or its shareholders after the Closing, including for a breach by Aebi Schmidt of the representations and warranties made, or for violation of certain covenants in the Merger Agreement. If Aebi Schmidt breaches the representations, warranties or covenants made in the Merger Agreement, it may materially and adversely impact the ongoing business of the Combined Company and Shyft’s shareholders’ investment, for which Shyft may have no recourse against Aebi Schmidt or its shareholders.

Shyft’s Board currently consists of nine (9) directors and Aebi Schmidt’s Board currently consists of seven (7) directors. Immediately following completion of the Merger, the Combined Company Board will be comprised of eleven (11) members, five (5) of whom will be designated by Shyft (who will initially be James A. Sharman, Michael Dinkins, Paul Mascarenas, Terri Pizzuto and Angela Freeman) and six (6) of whom will be designated by Aebi Schmidt (who will initially be Barend Fruithof, Peter Spuhler, Daniela Spuhler, Andreas Rickenbacher, Patrick Schaub and Martin Ritter). This new composition of the Combined Company Board may affect the future decisions of the Combined Company.

Appraisal rights are statutory rights that, if available under applicable law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that an entity pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the applicable extraordinary transaction.

Under Section 762 of the MBCA, Shyft shareholders will not be entitled to appraisal rights in connection with the Merger with respect to their shares of Shyft Common Stock. Under Section 762(2)(a) of the MBCA, shareholders do not have appraisal rights in connection with a merger transaction with respect to shares that are listed on a national securities exchange on the record date fixed to vote on the corporate action. The MBCA defines “national securities exchange” to include Nasdaq. Since shares of Shyft Common Stock are listed on Nasdaq, a national securities exchange, Shyft shareholders will not be entitled to appraisal rights in connection with the Merger.

The opinion rendered by Deutsche Bank, as Shyft’s financial advisor, to Shyft’s Board on December 15, 2024, was based upon information available to it as of the date of the opinion. The opinion does not reflect any changes that may occur or may have occurred after the date on which such opinion was delivered, including changes to the operations and prospects of Shyft, changes in general market and economic conditions, or other changes. Any such changes may alter the relative values of Shyft and Aebi Schmidt or the value of Shyft Common Stock or Aebi Schmidt Common Stock prior to the Effective Time. The opinion does not speak as of the Effective Time or as of any date other than the date of the opinion. For a description of the opinion that Shyft’s Board received from Deutsche Bank, please see the section of this proxy statement/prospectus entitled, “The Merger—Opinion of Shyft’s Financial Advisor.”

The success of the Merger will depend, in part, on the Combined Company’s ability to realize the anticipated benefits, including synergies, cost savings and operational efficiencies from combining the businesses of Shyft and Aebi Schmidt. The Combined Company’s ability to realize these anticipated benefits and cost savings is subject to certain risks, including:

In addition, the actual cost saving of the Merger could be less than anticipated, the costs associated with effecting the Merger may be more than anticipated, and integration may result in additional and unforeseen expenses. If the Combined Company is not able to successfully integrate the business of Shyft within the anticipated time frame, or at all, or the costs of such combination exceed the current expectation, the anticipated cost savings and other benefits of the Merger may not be realized fully (or at all) or may take longer to realize than expected, the Combined Company may not perform as expected and the value of the shares of Aebi Schmidt Common Stock may be adversely affected following the Merger.

Shyft and Aebi Schmidt have operated and, until completion of the Merger, will continue to operate independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Shyft or Aebi Schmidt employees, the disruption of either company’s or both companies’ ongoing businesses or, in the event of unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

In order to realize the anticipated benefits of the Merger such that the Combined Company may perform as expected, certain issues must be considered in the course of integrating the operations of Shyft and Aebi Schmidt, including, among other things:

Some of these factors will be outside of Shyft’s and/or Aebi Schmidt’s control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and other adverse impacts which could materially affect the Combined Company’s financial position, results of operations and cash flows.

In addition, at times, the attention of certain members of each company’s management and each company’s resources may be focused on completion of the Merger and the integration of the businesses of the two companies and, as a result, divert from day-to-day business operations, which may disrupt each company’s ongoing business and the successive business of the Combined Company.

Since the Merger Consideration payable to Shyft’s shareholders will consist entirely of Aebi Schmidt Common Stock, Shyft’s share price may be adversely impacted by any adverse developments in Aebi Schmidt’s business outlook.

Upon the completion of the Merger, Shyft shareholders will no longer be shareholders of Shyft, but will instead become shareholders of the Combined Company, and their rights as shareholders will be governed by the terms of the Amended Articles. The terms of the Amended Articles will in some respects differ from the terms of the Restated Articles of Incorporation of Shyft and the Second Amended and Restated Bylaws of Shyft, which currently govern the rights of Shyft shareholders.

In particular, Swiss law and the Amended Articles may not grant the Combined Company’s shareholders certain of the rights and protections generally afforded to shareholders of U.S. corporations. In particular, Swiss corporate law limits the ability of a shareholder to challenge resolutions or actions of the board of directors in court. Under Swiss law, shareholders generally cannot bring a suit to reverse a decision by the board of directors, but may seek damages for breaches of duty by the board of directors. Furthermore, remedies against transactions involving conflicts of interest or other procedural flaws may be limited if a claimant cannot prove that the benefits inuring to the Combined Company are manifestly disproportionate to the consideration rendered in return. For a more complete description of the different rights associated with shares of Shyft Common stock and shares of Aebi Schmidt Common Stock following the Merger, please see the section entitled “Comparison of the Rights of Shareholders.”

At the Effective Time, each share of Shyft Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Shyft Common Stock that are held immediately prior to the Effective Time by Holdco, Aebi Schmidt, Merger Sub or any of their respective subsidiaries) will automatically be converted into the right to receive 1.040166432 fully paid and nonassessable shares of Aebi Schmidt Common Stock, subject to any adjustments and withholdings described in the Merger Agreement. As a result of the Merger, the holders of Shyft Common Stock as of immediately prior to the Effective Time will collectively own approximately 48% of the issued and outstanding shares of the common stock of the Combined Company on a pro forma basis, and the holders of Aebi Schmidt Common Stock as of immediately prior to the Effective Time will collectively own approximately 52% of the issued and outstanding shares of the common stock of the Combined Company on a pro forma basis. Consequently, current Shyft shareholders will have less influence over the management and policies of the Combined Company than they currently have over the management and policies of Shyft.

Upon completion of the Merger, the PCS Parties are expected to beneficially own approximately 35% of the issued and outstanding shares of Aebi Schmidt Common Stock and four directors nominated by the PCS Parties will serve on the Combined Company Board, pursuant to the PCS Relationship Agreement. As a result, the PCS Parties may have substantial influence over matters requiring approval by the Combined Company’s shareholders, including

the election and removal of directors, amendments to the Amended Articles, any proposed merger, consolidation or sale of all or substantially all of the Combined Company’s assets and other corporate transactions. The PCS Parties may have interests that are different from those of other stockholders.

Following the Closing, the PCS Parties’ ownership of the shares of Aebi Schmidt Common Stock may adversely affect the trading price for Aebi Schmidt Common Stock to the extent investors perceive disadvantages in owning shares of a company with a significant stockholder or in the event the PCS Parties take any action with its shares that could result in an adverse impact on the price of Aebi Schmidt Common Stock, including a sale of any portion of their shares of Aebi Schmidt Common Stock.

Because the shares in the Combined Company will be listed exclusively on Nasdaq and not in Switzerland, shareholders of the Combined Company will not benefit from the protection afforded by certain provisions of Swiss law that are designed to protect shareholders in the event of a public takeover offer or a change-of-control transaction. For example, the Swiss takeover regime imposes a duty on any person or group of persons who acquires more than one-third of a company’s voting rights to make a mandatory offer for all of the company’s outstanding listed equity securities. In addition, the Swiss takeover regime imposes certain restrictions and obligations on bidders in a voluntary public takeover offer that are designed to protect shareholders. However, these protections are applicable only to issuers that list their equity securities in Switzerland, and because the shares of the Combined Company will be listed exclusively on Nasdaq, such Swiss law protections will not be applicable to the Combined Company. While the Amended Articles provide for clauses aiming to provide similar takeover protections, there is no guarantee that such clauses will result in the same or similar level of protection of minority shareholders as would be the case if Swiss law would apply directly. Furthermore, since Swiss law will restrict the Combined Company’s ability to implement rights plans or U.S.-style “poison pills,” the Combined Company’s ability to resist an unsolicited takeover attempt or to protect minority shareholders in the event of a change-of-control transaction may be limited. Therefore, shareholders in the Combined Company may not be protected to the same degree in a public takeover offer or a change-of-control transaction as are shareholders in a Swiss company listed in Switzerland.

Following completion of the Merger, the size of the Combined Company’s business will be significantly larger than the current size of either Shyft’s or Aebi Schmidt’s respective businesses. The Combined Company’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to implement an effective integration of the two companies and its ability to manage the increased costs and complexities associated with a combined business that is significantly larger in size and scope. There can be no assurances that the management of the Combined Company will be successful or that the Combined Company will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Merger.

Each of Shyft and Aebi Schmidt will incur substantial expenses in connection with the completion of the Merger to integrate a large number of processes, policies, procedures, operations, technologies and systems of Shyft and Aebi Schmidt. The substantial majority of these costs will be non-recurring expenses related to the Transactions, the ancillary agreements and the facilities and systems consolidation costs. The Combined Company may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the Merger, may suffer losses of, or decreases in orders by, customers, and may incur costs to retain certain key management personnel and employees. Shyft and Aebi Schmidt will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the savings the Combined Company expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event of any material unanticipated costs. Factors beyond the parties’ control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

Upon completion of the Merger, holders of Shyft Common Stock as of immediately prior to the Effective Time will become holders of shares of Aebi Schmidt Common Stock, which will be listed and traded on Nasdaq. As a newly traded stock, the market price of Aebi Schmidt Common Stock may fluctuate significantly following completion of the Merger, and the former holders of Shyft Common Stock could lose the value of their investment in Aebi Schmidt Common Stock. The issuance of shares of Aebi Schmidt Common Stock in the Merger could on its own have the effect of depressing the market price of shares of Shyft Common Stock, which will immediately thereafter become shares of Aebi Schmidt Common Stock upon the filing of the certificate of merger. In addition, many Shyft shareholders may decide not to hold the shares of Aebi Schmidt Common Stock they receive as a result of the Merger. Other Shyft shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Aebi Schmidt Common Stock they receive as a result of the Merger. Any such sales of Aebi Schmidt Common Stock could have the effect of depressing the market price of shares of Shyft Common Stock, which will immediately thereafter become shares of Aebi Schmidt Common Stock upon the filing of the certificate of merger. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Aebi Schmidt Common Stock, regardless of Aebi Schmidt’s actual operating performance.

The business of Aebi Schmidt differs from that of Shyft in important respects and, accordingly, the results of operations of the Combined Company after the Merger, as well as the market price of shares of Aebi Schmidt Common Stock, may be affected by factors different from those that are currently affecting, historically have affected or would in the future affect the results of operations of Shyft as a stand-alone public company, as well as the market price of shares of Shyft Common Stock. For further information on the respective businesses of Shyft and Aebi Schmidt and certain factors to consider in connection with those businesses, please see the section of this proxy statement/prospectus entitled “Risk Factors—Risks Relating to Aebi Schmidt’s Business.”

A company’s credit ratings at any time will reflect each rating organization’s then opinion of the financial strength, operating performance and ability to meet debt obligations of that company. The additional indebtedness the Combined Company expects to incur on a consolidated basis in connection with the Merger, as contemplated in the Merger Agreement, may result in a negative change to credit ratings of the Combined Company after the Effective Time, including a potential downgrading. Any reduction in credit ratings may limit the Combined Company’s ability to borrow at interest rates consistent with the interest rates that have been available to Shyft prior to the Merger and the related debt financing. If credit ratings of the Combined Company are further downgraded or put on watch for a potential downgrade, the Combined Company may not be able to sell additional debt securities or borrow money in the amounts, at the times or interest rates or upon the more favorable terms and conditions that might be available if the current credit ratings of Shyft were maintained.

The Amended Articles will provide that (except with respect to any disputes arising under the Securities Act, the Exchange Act and any rules and regulations promulgated thereunder) the exclusive jurisdiction for any disputes arising from company matters (including but not limited to disputes between individual shareholders and the Combined Company or its corporate bodies, as well as between the Combined Company and its corporate bodies, or between the corporate bodies themselves) is at the registered seat of the Combined Company in Frauenfeld, Switzerland. Any person or entity purchasing or otherwise acquiring shares of the Combined Company will be deemed to have notice of and consented to the provisions of the Amended Articles, including the exclusive forum provision. As a result, shareholders of the Combined Company may be required to bring certain legal actions or proceedings exclusively in Swiss courts, which may be less convenient and more costly than courts in other jurisdictions, including the United States. Furthermore, the jurisdiction clause in the Amended Articles may limit the

ability of shareholders of the Combined Company to initiate legal proceedings against the Combined Company or its directors, officers, or other representatives in jurisdictions of their choosing. It may also discourage lawsuits or derivative actions, even if such claims would otherwise be permissible under applicable laws. Moreover, Swiss courts may apply legal principles or procedural rules that differ from those in U.S. courts, potentially leading to outcomes less favorable to shareholders compared to an action or proceeding brought in a U.S. court.

While it is expected that the Combined Company will pay dividends, the timing, declaration, amount and payment of any future dividends on shares of the capital stock of the Combined Company will fall within the discretion of the Combined Company Board. There can be no assurance that the Combined Company will pay or declare dividends in the future. Under Swiss law, the Combined Company may only pay dividends if (i) it has sufficient net income from the immediately preceding fiscal year, (ii) it has brought forward net income from prior fiscal years or (iii) it has otherwise freely distributable reserves, each as evidenced by its audited annual standalone financial statements prepared pursuant to Swiss law, after allocations of net income to statutory retained earnings as required by Swiss law and by the Amended Articles. See section of this proxy statement/prospectus entitled “Description of the Capital Stock of the Combined Company and Amended Articles—Dividends and Distributions.” Additionally, any decision by the Combined Company Board to recommend the payment of a dividend will depend on many factors, such as the Combined Company’s financial condition, earnings, corporate strategy, credit rating, capital requirements, debt service obligations, debt covenants, industry practice, legal requirements, regulatory constraints and other factors that the Combined Company Board deems relevant. Additionally, the declaration, timing and amount of any dividends to be paid by the Combined Company will be subject to approval by its shareholders at the relevant general meeting of shareholders. The Combined Company’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and access to the capital markets. Further, under Swiss law, although shareholders must approve dividend distributions in advance, the determination of the record and payment dates may be delegated to the company’s board of directors. Shyft currently anticipates that the Combined Company Board will adopt a practice of recommending an annual dividend paid in equal quarterly installments. If the Combined Company Board were to do so, Shyft expects that the policy would be effected by seeking approval of the Combined Company’s shareholders at the annual general meeting for an annual dividend distribution to be paid in four quarterly installments on dates determined by the Combined Company Board. However, any specific decisions in the future regarding dividends and dividend policy will be determined from time to time by the Combined Company Board with the approval of the shareholders. Shyft cannot guarantee that the Combined Company will pay a dividend in the future.

Swiss law limits the Combined Company’s ability to hold or repurchase shares of the capital stock of the Combined Company. The Combined Company and its subsidiaries may only repurchase shares of the capital stock of the Combined Company to the extent that (i) it has freely distributable reserves in the amount of the purchase price (as reported on the annual standalone financial statements prepared pursuant to Swiss law) and (ii) the aggregate nominal amount (par value) of all shares of the capital stock of the Combined Company held by the Combined Company and its subsidiaries does not exceed 10% of the Combined Company’s share capital (excluding any treasury shares dedicated for cancellation pursuant to a shareholder-ratified repurchase program) registered in the Commercial Register. For more information, please see the section of this proxy statement/prospectus entitled “Description of the Capital Stock of the Combined Company and Amended Articles—Repurchase of Combined Company Shares.” As a result, should the Combined Company choose to repurchase shares of the capital stock of the Combined Company in the future, its shareholders would be required to periodically approve a reduction in the share capital through the cancellation of designated blocks of repurchased shares held in treasury and may from time to time, as necessary, in a separate vote, have to approve share repurchase programs. If the Combined Company’s shareholders do not approve the cancellation of repurchased shares or, if necessary, approve a proposed share repurchase program, it may be unable to return capital to shareholders through share repurchases.

The rights of the Combined Company’s shareholders will be governed by Swiss law and the Amended Articles. Swiss law requires approval by shareholders for certain corporate actions over which a board of directors would have

authority in some other jurisdictions. For example, Swiss law provides that the payment of dividends and other distributions and the cancellation of treasury shares must be approved by shareholders. Swiss law also requires that shareholders resolve to, or authorize the board of directors to, increase the share capital. While shareholders may authorize a board of directors to increase or reduce the company’s share capital by introducing a capital band into the company’s articles of association, Swiss law limits this capital band to between 50% and 150% of the issued share capital as recorded in the Commercial Register at the time of the introduction of the capital band. The capital band, furthermore, has a limited duration of up to five years unless renewed by shareholders (by holders of at least two-thirds of the votes represented at a general meeting of shareholders) from time to time. According to the Amended Articles, the Combined Company Board will be authorized to increase the Combined Company’s share capital to a maximum of $116,299,384 and/or reduce it to a minimum of $62,080,000 without a shareholder vote. However, this capital band authorization will expire on February 12, 2030, at which point a new capital band must be approved by shareholders before the Combined Company Board may increase and/or reduce the Combined Company’s share capital under a capital band. For more information, please see the section of this proxy statement/prospectus entitled “Description of the Capital Stock of the Combined Company and Amended Articles—Ordinary Capital Increase, Conditional Share Capital and Capital Band.”

Additionally, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares and advance subscription rights for convertible bonds or similar instruments with conversion or option rights. For more information, please see the section of this proxy statement/prospectus entitled “Description of the Capital Stock of the Combined Company and Amended Articles—General—Preemptive Rights.”

Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares as the laws of some other jurisdictions. These Swiss law requirements relating to the Combined Company’s capital management may limit its flexibility, and situations may arise where greater flexibility would provide substantial benefits to the Combined Company’s shareholders.

The Amended Articles will contain provisions that are intended to limit the ability of shareholders to exercise control over the Combined Company. For example, the Amended Articles provide that no person may, directly or indirectly, formally, constructively or beneficially own or otherwise control voting rights with respect to 49% or more of the Combined Company’s share capital (as registered in the Commercial Register). For more information, please see the section of this proxy statement/prospectus entitled “Description of the Capital Stock of the Combined Company and Amended Articles—Voting Rights and Voting Restrictions—Voting Restrictions.”

Under Swiss law, shareholders may receive certain preemptive rights to subscribe on a pro rata basis to issuances of equity or other securities that are convertible into equity. For more information, please see the section of this proxy statement/prospectus entitled “Description of the Capital Stock of the Combined Company and Amended Articles—General—Preemptive Rights.” Due to laws and regulations in their respective jurisdictions, however, non-Swiss shareholders may not be able to exercise such rights unless the Combined Company takes action to register or otherwise qualify the rights offering under the laws of such shareholders’ jurisdiction. Shyft cannot give any assurance that the Combined Company will register or otherwise qualify the offering of subscription rights or shares under the law of any jurisdiction where the offering of such rights is restricted. If shareholders in such jurisdictions were unable to exercise their subscription rights, their ownership interest in the Combined Company would be diluted.

It is intended that shares of the capital stock of the Combined Company will be issued as uncertificated securities, which will either be held in the name of Cede & Co. through the Depository Trust Company, the U.S. central securities depositary (“DTC”), or directly registered on the Combined Company’s share register (the “Combined Company Share Register”). For more information, please see the section of this proxy statement/prospectus entitled “Description of the Capital Stock of the Combined Company and Amended

Articles—General—Forms of Holding Combined Company Shares.” Given that shares of the capital stock of the Combined Company will primarily be held through DTC, SIX SIS AG, the national central securities depository of the Swiss financial market and an international central securities depository (“SIX SIS”), will not serve as the primary central securities depositary for shares of the capital stock of the Combined Company, and any shares of the capital stock of the Combined Company held through SIX SIS, including those received in the Merger, will be derivatives of shares of the capital stock of the Combined Company held through DTC. Therefore, and contrary to common practice for other Swiss companies with shares listed on the SIX Swiss Exchange (“SIX”), holders of shares of the capital stock of the Combined Company will not be eligible for automated registration on the Combined Company Share Register under the system of SIX SIS (AREG-Data).

In relation to the Combined Company, only those shareholders directly registered in the Combined Company Share Register will be recognized as the Combined Company’s shareholders. Voting rights may only be exercised by holders of shares of the capital stock of the Combined Company registered with voting rights in the Combined Company Share Register. While holders of shares of the capital stock of the Combined Company who are not registered as shareholders of record on the Combined Company Share Register will be able to receive dividends and in certain cases, if duly authorized by a proxy issued by the relevant holder of record and depending on their bank or broker, vote their shares of the capital stock of the Combined Company at general meetings of shareholders, certain other shareholder rights (such as the right to request that a general meeting of shareholders be called, the right to put items on the agenda of a general meeting of shareholders, the right to sue the Combined Company’s corporate bodies, or the right to inspect the Combined Company’s books and records) will not be available to such holders of shares of the capital stock of the Combined Company who are not registered as shareholders of record on the Combined Company Share Register.

The Combined Company will be organized under the laws of Switzerland and its jurisdiction of incorporation is Switzerland. In addition, certain of its directors and officers reside outside the United States and certain of its assets and the assets of such persons are located in jurisdictions outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Combined Company or upon such persons, obtain documents or other discovery in connection with any legal proceedings against such persons in the United States or enforce against them judgments obtained in U.S. courts.

Switzerland and the United States do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. The recognition and enforcement in Switzerland of a judgment of the courts of the United States are governed by the principles set forth in the Swiss Federal Act on Private International Law. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if:

In particular, there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the civil liability provisions of the federal and state securities laws of the United States. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, may not be allowed in Swiss courts as contrary to public policy. Also, provisions of Swiss law may be applicable regardless of any other law that would otherwise apply.

In connection with the preparation of Aebi Schmidt’s consolidated financial statements as of December 31, 2024 and 2023 and for the years then ended for purposes of this proxy statement/prospectus, Aebi Schmidt identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses in Aebi Schmidt’s internal control over financial reporting:

Aebi Schmidt is developing a plan to remediate the material weaknesses identified, including: (a) providing relevant U.S. GAAP technical accounting, internal controls over financial reporting and SEC financial reporting requirements training for personnel, including hiring additional personnel to strengthen the accounting and finance functions; and (b) designing and implementing a financial reporting control framework, including management review controls, together with IT general and application controls for all systems which materially impact financial reporting.

Aebi Schmidt cannot assure that it will be successful in remediating the material weaknesses identified above. The failure to correct the material weaknesses or the failure to discover and address any other material weaknesses or deficiencies could result in inaccuracies in the financial statements and impair the ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

Aebi Schmidt currently is a Swiss private company and has not been required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). Therefore, neither management nor an independent registered public accounting firm has performed an evaluation of the effectiveness of Aebi Schmidt’s internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act. Following the Closing and Aebi Schmidt’s U.S. listing, as a public company, the Combined Company’s management will be

required to report on the effectiveness of the Combined Company’s internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act and is expected to become subject to auditor attestation requirements pursuant to Section 404(b) of the Sarbanes-Oxley Act, beginning with the filing of Combined Company’s Annual Report on Form 10-K for the year ending December 31, 2026.

As a public company, the Combined Company will continue to incur significant legal, accounting, and other expenses that Aebi Schmidt did not incur as a private company. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Aebi Schmidt expects that the Combined Company will need to hire and train additional accounting, finance, and other personnel in connection with its efforts to comply with the requirements of being a public company, and the Combined Company’s management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. Aebi Schmidt’s management and other personnel have and will also need to continue to devote a substantial amount of time towards compliance with the additional reporting requirements of the Exchange Act. These requirements have and will continue to increase Aebi Schmidt’s legal and financial compliance costs and will make some activities more time-consuming and costly. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Aebi Schmidt is an “emerging growth company,” as defined in the Jumpstart Our Business Acts of 2012 (the “JOBS Act”), and may remain an emerging growth company for up to five years. For as long as Aebi Schmidt is an emerging growth company, it will not be required to comply with certain requirements that are applicable to other public companies that are not emerging growth companies, including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and may also take advantage of the reduced disclosure obligations regarding executive compensation in its periodic reports, proxy statements and registration statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved. As a result, the information Aebi Schmidt provides shareholders will be different than the information that is available with respect to other public companies. In this proxy statement/prospectus, Aebi Schmidt has not included all of the executive compensation related information that would be required if it were not an emerging growth company, and it has provided only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If some investors find the Aebi Schmidt Common Stock less attractive as a result, there may be a less active trading market for the Aebi Schmidt Common Stock, and its stock price may be more volatile.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Aebi Schmidt has not elected to use this extended transition period. Aebi Schmidt expects that the Combined Company will lose “emerging growth company” status as of December 31, 2025.

The New Credit Facilities Agreement contains various provisions that will limit the Combined Company’s ability (subject to a number of exceptions) to, among other things:

In addition, the restrictive covenants in the New Credit Facilities Agreement require the Combined Company to maintain specified financial ratios and other business or financial conditions. The Combined Company’s ability to comply with these financial ratios or other covenants may be affected by events beyond the Combined Company’s control, and its failure to comply with these ratios or other covenants could result in an event of default. These covenants may affect the Combined Company’s ability to operate and finance its business as it deems appropriate. The Combined Company’s inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing its current or future indebtedness could constitute an event of default under the instruments governing its indebtedness. If there were an event of default under the New Credit Facilities Agreement, or any future instruments governing the Combined Company’s indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of the Combined Company’s other indebtedness. The Combined Company may not have sufficient funds available, or it may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if the Combined Company could obtain additional financing, the terms of the financing may not be favorable to the Combined Company. In addition, the Combined Company has pledged the equity securities of certain of its material subsidiaries as security for its obligations under the New Credit Facilities Agreement. If amounts outstanding under the New Credit Facilities Agreement were accelerated, the Combined Company’s lenders could foreclose on those pledges, and the Combined Company could lose a substantial part of its assets. Any event of default under the instruments governing the Combined Company’s indebtedness could have a material adverse effect on its business, financial condition and results of operations.

You should read and consider risk factors specific to Shyft’s business that will also affect the Combined Company after the merger. These risks are described in the sections entitled “Risk Factors” in Shyft’s 2024 Form 10-K, and in other documents incorporated by reference into this proxy statement. For the location of information incorporated by reference into this proxy statement/prospectus, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Aebi Schmidt’s business, financial condition, results of operations and cash flows are subject to various risks which may cause actual performance to differ materially from historical or projected future performance, many of which are not exclusively within its control. The risks described below are the primary risks known to Aebi Schmidt which it believes could materially affect the Combined Company’s business, financial condition, results of operations, or cashflows. However, these risks may not be the only risks that could impact the Combined Company or Aebi Schmidt. Aebi Schmidt’s business could also be affected by other factors which are not presently known to it, factors Aebi Schmidt currently considers to be immaterial to its or the Combined Company’s operations, or factors that could emerge as new risks in the future. Readers should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

The U.S. government has indicated its intent to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also initiated

or is considering the imposition of tariffs on certain foreign goods, including certain products imported into the United States from Mexico, Canada or China. These measures are likely to result in increased costs for goods imported into the United States. This in turn may require Aebi Schmidt to increase prices to its customers, which may reduce demand, or, if it is unable to increase prices, result in lowering Aebi Schmidt’s margin on products sold. Changes in U.S. trade policy may also result in one or more of the United States’ trading partners adopting responsive trade policies making it more difficult or costly for Aebi Schmidt to export its products to those countries.

Aebi Schmidt cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on Aebi Schmidt’s business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for Aebi Schmidt’s products, costs, customers, suppliers, and the U.S. economy, which in turn could adversely impact Aebi Schmidt’s business, financial condition and results of operations.

Aebi Schmidt’s sales and its manufacturing processes depend on the supply of critical components such as vehicle chassis, engines, transmissions, wire harnesses, axles and hydraulic pumps from major vehicle manufacturers and other suppliers. If Aebi Schmidt’s suppliers experience production delays, if the quality or design of their products change, if they implement recalls or change or discontinue the specific type of products they manufacture, or terminate their relationships with Aebi Schmidt, Aebi Schmidt could incur significant costs or disruptions to its business, which could have a material adverse effect on its net sales, financial condition, profitability and/or cash flows. At various times, Aebi Schmidt may carry increased inventory to protect against these concerns, which may negatively impact its results of operations.

The steel, stainless steel, aluminum and other raw materials and components for Aebi Schmidt’s U.S. business are predominantly manufactured in the U.S. and purchased from U.S. domestic suppliers. However, to the extent tariffs increase the price of imported products, others in the industry may choose to increase their orders from U.S. domestic suppliers, which could strain the capacity of Aebi Schmidt’s U.S. domestic suppliers, putting the normal, uninterrupted supply of components to Aebi Schmidt at risk. In addition, U.S. domestic suppliers that currently incorporate imported components in their products may be subject to the same issues, i.e., increased costs of those imported components and limited availability of U.S. domestic supplier sources. Aebi Schmidt’s suppliers could also experience operational delays or disruptions, including as a result of reacting to the imposition of tariffs, the outbreak of epidemics or other public health crises, which could in turn affect Aebi Schmidt’s manufacturing processes and sales. Additionally, certain important components that Aebi Schmidt uses in its vehicles, such as engines and transmissions, are produced by a limited number of qualified suppliers and for some components may be limited to a single source of supply, so any disruption in their supply of such components to Aebi Schmidt could have a negative impact on Aebi Schmidt’s business.

Volatility in the financial markets generally, and in the truck and automotive sectors in particular, could impact the financial viability of certain of Aebi Schmidt’s key third-party suppliers, or could cause them to exit certain business lines, or change the terms on which they are willing to provide products. During 2018 and 2019, many of Aebi Schmidt’s suppliers encountered production issues and delivery delays due to factors which included a vendor factory fire, new plant location inefficiencies, unplanned work stoppages and indirect impacts from the implementation of tariffs. A recurrence of any of these events or another similar development could lead to difficulties in meeting Aebi Schmidt’s customers’ demands and reduce its overall sales volume. Further, any changes in quality or design, capacity limitations, shortages of raw materials or other problems could result in shortages or delays in the supply of vehicle chassis or components to Aebi Schmidt. Aebi Schmidt’s business, operating results and financial condition could suffer if its suppliers reduce output or make changes to chassis models that are unpopular with customers or are incompatible with current product designs or production process.

In addition, a growth in popularity of EVs without a significant expansion in battery cell production capacity could result in shortages, which could result in increased materials costs and could adversely impact Aebi Schmidt’s projected manufacturing and delivery timelines.

Aebi Schmidt’s manufacturing processes consume significant amounts of raw materials, the costs of which are subject to worldwide supply and demand factors, as well as other factors beyond its control, including continuing

inflation. Raw material price fluctuations may adversely affect Aebi Schmidt’s results. Aebi Schmidt purchases, directly and indirectly through component purchases, significant amounts of aluminum, stainless steel, nickel (in particular as part of stainless steel), plastics and other resins, wood, electronic components, cables, and fiberglass products as well as other commodity-sensitive raw materials annually. In particular, in past years, steel and aluminum prices have experienced volatility which has been unforeseen and unexpected. Further, tariffs enacted or proposed by the U.S. government, or retaliatory tariffs, could further increase the price of components imported from international suppliers, and lift prices of certain commodities generally regardless of origin. For example, tariffs increasing the cost of wood imported from Canada would likely lead to commercial and price pressures from U.S. producers as the result of consumers moving purchases to U.S. producers. Although Aebi Schmidt at times purchases steel, aluminum and other raw materials in advance to provide certainty regarding portions of its pricing and supply, for the majority of its raw material purchases Aebi Schmidt does not typically enter into any fixed-price contracts and may not be able to accurately anticipate future raw material prices for those inputs, including the impacts of inflation. Commodity pricing has fluctuated significantly over the past few years and may continue to do so in the future. In addition, the cost of land and sea transportation is impacted by fluctuations in the cost of crude oil and diesel.

Such fluctuations in commodity prices could have a material effect on Aebi Schmidt’s results of operations, balance sheets and cash flows and impact the comparability of its results between financial periods.

Aebi Schmidt’s financial success is directly related to its customers continuing to purchase its products. Failure to fill customers’ orders in a timely manner or on the terms and conditions of sale could harm Aebi Schmidt’s relationships with its customers. The importance of maintaining excellent relationships with Aebi Schmidt’s major customers may also give those customers leverage in its negotiations with Aebi Schmidt, including pricing and other supply terms, as well as post-sale disputes. This leverage may lead to increased costs or reduced profitability for Aebi Schmidt. Furthermore, if any of Aebi Schmidt’s major customers experience a significant downturn in their business or fail to remain committed to their products or brands, these customers may reduce or discontinue purchases from Aebi Schmidt, which could have an adverse effect on Aebi Schmidt’s business, results of operations and financial condition.

The risk associated with government customers is directly linked to fluctuations in their tax revenues and budgets. While many of Aebi Schmidt’s products are often prioritized - being either safety-critical equipment for street maintenance (e.g., ice and snow removal) or mission-critical airport equipment - there remains a risk that budget constraints could lead to delays in funding allocations, impacting order timelines. Although government and municipal customers typically are required by law to maintain these operations, financial pressures may result in postponed or deferred purchases, as witnessed during the COVID-19 pandemic.

The agricultural sector faces a similar risk related to funding. Farmers typically rely on subsidies from public institutions, and spending in this sector is heavily dependent on the availability of those funds. Any reduction or delay in subsidies could directly impact purchasing decisions, posing a risk to demand for Aebi Schmidt’s products.

Aebi Schmidt’s U.S. airport customers operate under FAA regulations, so any failure of Aebi Schmidt’s equipment could have significant operational consequences. Funding for airport improvements comes from the FAA’s Airport Improvement Program (AIP), which requires compliance with the Buy American Act. A government shutdown or budget cuts would pose a direct risk, leading to delays in funding approvals and project execution. The Airport & Airway Trust Fund (AATF), a key funding source within the AIP, is government-funded and closely tied to federal budget decisions. Any reductions in government spending could negatively impact AATF allocations, directly affecting purchase decisions and potentially delaying orders.

Aebi Schmidt operates in a highly competitive environment in each of the markets it serves, and it faces competition in each of its product segments from numerous competitors. Aebi Schmidt competes principally on the basis of customer loyalty and repeat buyers, client-specific customization, product quality and reliability, breadth of product offering, manufacturing capability and flexibility, technical capability, product innovation, customer service, after-sales support, delivery times and price.

The markets Aebi Schmidt serves are undergoing rapid transformation, particularly with respect to electric vehicles (“EV”) and autonomous vehicles. Aebi Schmidt’s current and potential competitors include companies that have significantly greater financial, technical, manufacturing, marketing and other resources than Aebi Schmidt does, including OEMs and certain of their customers who are highly motivated by market opportunities to deploy those resources to the design, development, manufacturing, distribution, promotion, sale and support of their products, including their EVs and autonomous vehicles. As a result of these market opportunities, OEMs and other companies have taken actions to reduce costs, including through in-sourcing, supply base consolidation and vertical integration. Aebi Schmidt expects these trends to continue and even accelerate. Aebi Schmidt expects competition for EVs and autonomous vehicles to intensify due to increased demand and a regulatory push for alternative fuel vehicles, continuing globalization, and consolidation in the worldwide vehicle industry. Increased competition may lead to lower vehicle unit sales and increased inventory, which may result in downward price pressure and adversely affect Aebi Schmidt’s business, financial condition, operating results, and prospects. Aebi Schmidt’s business will be adversely affected if it is unable to adequately respond to these pressures or otherwise continue to compete in these markets.

Backlog is generally comprised of agreements and purchase orders from customers that are subject to modification, cancellation, or rescheduling. These orders are reported in Aebi Schmidt’s backlog at aggregate selling prices, net of discounts or allowances, and for certain products are recognized based upon percentage completion. While realization of revenue related to order backlog has not been a major issue in the past, Aebi Schmidt cannot assure that it will recognize revenue with respect to each order included in order backlog. Should a cancellation occur, Aebi Schmidt’s order backlog and anticipated revenue would be reduced unless it is able to replace the cancelled order. As a result, the order backlog is not entirely within Aebi Schmidt’s control, and may not be indicative of future sales and can vary significantly from period to period. Reductions in Aebi Schmidt’s order backlog could negatively impact its future results of operations.

Aebi Schmidt evaluates its order backlog at least quarterly to determine if the orders continue to meet its criteria for inclusion in order backlog and to verify percentage of completion. Aebi Schmidt may adjust its reported order backlog to account for any changes, including those arising from continued customer intent and ability to fulfill order, supply base capacity, and changes in its ability, or the methodology used, to determine whether an order is likely to be completed. Aebi Schmidt cannot assure that its order backlog will result in revenue on a timely basis or at all, or that any cancelled contracts will be replaced. As a result, the order backlog may not be indicative of future sales and can vary significantly from period to period. In addition, it is possible that the methodology for determining the order backlog may not be comparable to methods used by other companies.

In addition, as a result of firm purchase orders from Aebi Schmidt’s customers, Aebi Schmidt may enter into agreements to produce and sell vehicles at a specified price with certain adjustments for changes and options based upon its estimation of the cost to produce and the timing of delivery. Due to the nature of these product cost estimates and the fluctuations in input costs and availability, Aebi Schmidt may underestimate the costs of production and therefore overestimate the profitability in the backlog. As a result, the actual profitability of those sales in the future may differ materially from the initial estimates when the firm purchase orders were recorded in backlog.

Aebi Schmidt’s ability to meet customer delivery schedules is dependent on a number of factors including, but not limited to, access to components and raw materials, an adequate and capable workforce, assembling/engineering expertise for certain projects and sufficient manufacturing capacity. The availability of these factors may in some cases be subject to conditions outside of Aebi Schmidt’s control. A failure of Aebi Schmidt to deliver in accordance with its performance obligations may result in financial penalties under certain of its contracts and damage to existing customer relationships, damage to its reputation and loss of future bidding opportunities, which could cause the loss of future business and could negatively impact its financial performance.

As part of Aebi Schmidt’s growth strategy, it has pursued and expects to continue to selectively pursue acquisitions of businesses or assets to diversify, expand its capabilities, enter new markets, or increase its market share. Integrating any newly acquired business or assets can be expensive and can require a great deal of management

time and other resources. Aebi Schmidt cannot guarantee that it will be able to identify attractive acquisition targets or assets. If Aebi Schmidt is unable to successfully integrate newly acquired businesses (including Shyft) with its existing business, it would not realize the synergies it expects from the acquisition and Aebi Schmidt’s and the Combined Company’s business and results of operations would be adversely impacted.

Aebi Schmidt may, from time to time, reconfigure its production lines or relocate production of products between buildings or locations or to new locations to maximize the efficient utilization of its existing production capacity or take advantage of opportunities to increase manufacturing efficiencies. Costs incurred to affect these reconfigurations or relocations may exceed Aebi Schmidt’s estimates, and efficiencies gained may be less than anticipated, each of which may have a negative impact on its results of operations and financial position.

Aebi Schmidt’s manufacturing process could be affected by operational problems that could impair Aebi Schmidt’s production capability. Many of Aebi Schmidt’s manufacturing facilities contain sophisticated machines that are used in Aebi Schmidt’s manufacturing process. Disruptions or shutdowns at any of Aebi Schmidt’s facilities could be caused by:

If some of Aebi Schmidt’s facilities are shut down, they may experience prolonged startup periods, regardless of the reason for the shutdown. Those startup periods could range from several days to several weeks or longer, depending on the reason for the shutdown and other factors. Any prolonged disruption in operations at any of Aebi Schmidt’s facilities could cause a significant loss of production and adversely affect Aebi Schmidt’s results of operations and negatively impact Aebi Schmidt’s customers and dealers. Further, a catastrophic event could result in the loss of the use of all or a portion of one of Aebi Schmidt’s manufacturing facilities. Although Aebi Schmidt carries property and business interruption insurance, Aebi Schmidt’s coverage may not be adequate to compensate Aebi Schmidt for all losses that may occur. Any of these events individually or in the aggregate could have a material adverse effect on Aebi Schmidt’s business, financial condition and operating results.

Aebi Schmidt relies, for certain of its products, on a network of independent dealers to market, stock, deliver, provide training for, and service its products to and for customers. Aebi Schmidt’s business is influenced by its ability to initiate and manage new and existing relationships with dealers.

From time to time, Aebi Schmidt or an individual dealer may choose to terminate the relationship, or the dealership could face financial difficulty leading to bankruptcy or other failure, or difficulty in transitioning to new ownership, in each case leading to a temporary loss of distribution channels. In addition, Aebi Schmidt’s competitors could engage in a strategy to attempt to acquire or convert its dealers to carry their products. Aebi Schmidt does not believe its business is dependent on any single dealer, the loss of which would have a sustained material adverse effect on its business.

However, disruption of dealer coverage within a specific local market could have an adverse impact on Aebi Schmidt’s business within the affected market. The loss or termination of a significant number of dealers could cause

difficulties in marketing and distributing Aebi Schmidt’s products and have an adverse effect on its business, operating results or financial condition. If a dealer in a strategic market experiences financial difficulty, Aebi Schmidt may choose to provide financial support such as extending credit to a dealership, reducing the risk of disruption, but increasing its financial exposure.

Additionally, there is a competitive risk related to the distribution chain, as dealers operate independently and set their own pricing and conditions in the market. While Aebi Schmidt may seek to mitigate that risk through direct sales, it has no control over dealer pricing strategies. This risk could impact the competitiveness of Aebi Schmidt’s products in specific dealer markets.

Aebi Schmidt’s growth strategy includes expanding existing market share through product innovation, continued expansion into industrial and global markets and merger or acquisition related activities. Aebi Schmidt believes that its future success depends in part on its research and development and engineering efforts, its ability to manufacture or source the products and customer acceptance of its products. As it relates to new markets, Aebi Schmidt’s success also depends on its ability to create and implement local supply chain, sales, distribution and services strategies to reach these markets.

The potential inability to successfully implement and manage Aebi Schmidt’s growth strategy could adversely affect its business and its results of operations. The successful implementation of Aebi Schmidt’s growth strategy will depend, in part, on its ability to integrate operations with acquired companies.

Aebi Schmidt also makes investments in new business development initiatives which could have a relatively high failure rate. Aebi Schmidt limits its investments in these initiatives and establishes governance procedures to contain the associated risks, but losses could result and may be material. Aebi Schmidt’s growth strategy also may involve acquisitions, joint venture alliances and additional arrangements of distribution. Aebi Schmidt may not be able to enter into acquisitions or joint venture arrangements on acceptable terms, and Aebi Schmidt may not successfully integrate these activities into its operations. Aebi Schmidt also may not be successful in implementing new distribution channels, and changes could create discord in its existing channels of distribution.

The introduction of new products is critical to Aebi Schmidt’s future success. Aebi Schmidt will have additional costs when it introduces new products, such as initial labor or purchasing inefficiencies and costs to identify and comply with product regulations applicable to the new products. But it may also incur unexpected expenses. For example, Aebi Schmidt may experience unexpected engineering or design issues that will force a recall of a new product, increase Aebi Schmidt’s warranty costs for the new product, or increase production costs of the product above levels needed to ensure profitability. In addition, Aebi Schmidt may make business decisions that include offering incentives to stimulate the sales of products not adequately accepted by the market, or to stimulate sales of older or less marketable products. The costs resulting from these types of problems could be substantial and have a significant adverse effect on Aebi Schmidt’s earnings.

Meeting or exceeding many government-mandated safety standards is costly and often technologically challenging. Government safety standards require manufacturers to remedy defects related to motor vehicle safety through safety recall campaigns, and a manufacturer is obligated to recall vehicles if it determines that they do not comply with relevant safety standards. Should Aebi Schmidt or government safety regulators determine that a safety or other defect or noncompliance exists with respect to certain of Aebi Schmidt’s vehicles, there could be a delay in the launch of a new model, recalls of existing models or a significant increase in warranty claims, the costs of which could be substantial. Any actual or perceived defect or other quality issue in Aebi Schmidt’s products could be costly to address and could also lead to potential liability or reputational damage. Additionally, the vehicles Aebi Schmidt manufactures for sale are subject to strict contractually established specifications using complex manufacturing processes. If Aebi Schmidt fails to meet the contractual requirements for a vehicle or a part, it could be subject to warranty costs to repair or replace the part itself and additional costs related to the investigation and inspection of non-complying parts. These potential warranty and repair and replacement costs are generally not covered by Aebi

Schmidt’s insurance. Aebi Schmidt establishes warranty reserves that represent Aebi Schmidt’s estimate of its expected costs for fulfilling its warranty obligations. Aebi Schmidt bases its estimate for warranty reserves on its historical experience and other related assumptions. If actual results materially differ from these estimates, Aebi Schmidt’s results of operations could be materially affected.

In addition, Aebi Schmidt may not be able to enforce warranties and extended warranties received or purchased from its suppliers if they refuse to honor such warranties or go out of business. Also, a customer may choose to pursue remedies directly under its contract with Aebi Schmidt over enforcing such supplier warranties. In such a case, Aebi Schmidt may not be able to recover its losses from the supplier.

While Aebi Schmidt believes its employee relations are generally positive, it cannot be assured that its relations with its workforce will remain positive. A deterioration in these relations could have an adverse effect on Aebi Schmidt’s business. In addition, Aebi Schmidt conducts a large portion of its business in highly competitive labor markets. If Aebi Schmidt is unable to recruit and retain a sufficient workforce, or if the costs to do so increase, its business could be materially adversely affected.

Union organizers may work to organize employees at some of Aebi Schmidt’s facilities. If union representation is implemented at such sites and Aebi Schmidt is unable to agree with the union on reasonable employment terms, including wages, benefits, and work rules, Aebi Schmidt could experience a significant disruption of its operations and incur higher ongoing labor costs. Further, if a location does experience organizing activity, Aebi Schmidt’s management and other personnel need to divert attention from operational and other business matters to devote substantial time to address such activity.

Aebi Schmidt’s continued success depends, in part, on its ability to identify, attract, motivate, train and retain qualified personnel in key functions and geographic areas, including the members of its senior management team. In particular, Aebi Schmidt is dependent on its ability to identify, attract, motivate, train and retain qualified engineers and skilled labor with the requisite education, background and industry experience to assist in the development, enhancement, introduction and manufacture of its products and technology solutions.

Failure to attract, train and retain qualified personnel, whether as a result of an insufficient number of qualified local residents or the allocation of inadequate resources to train, integrate and retain, could impair Aebi Schmidt’s ability to execute its business strategy and could have an adverse effect on its business prospects. Aebi Schmidt’s success also depends to a large extent upon its ability to attract and retain key executives and other key employees, as well as the existence of a succession plan for these employees. These employees have extensive experience in Aebi Schmidt’s markets and are familiar with its business, systems and processes. The loss of the services of one or more of these key employees could have an adverse effect, at least in the short to medium term, on significant aspects of Aebi Schmidt’s business, including the ability to manage its business effectively and the successful execution of its strategies, if transitions according to its succession plans are not successful. If certain of these employees decide to leave Aebi Schmidt, it could incur disruptions to the completion of certain initiatives and could incur significant costs in hiring, training, developing and retaining their replacements if its succession plans are not adequate.

Aebi Schmidt faces numerous risks associated with conducting international operations, any of which could negatively affect Aebi Schmidt’s financial performance, including changes in foreign country regulatory requirements, the strength of the U.S. dollar compared to foreign currencies, import/export restrictions, the imposition of foreign tariffs and other trade barriers, disruptions in the shipping of exported products and other logistical challenges. In addition, when Aebi Schmidt introduces an existing product into a new market, Aebi Schmidt generally will incur additional costs to adapting products to local markets, and to identify and comply with product regulations applicable to the products in that jurisdiction.

Aebi Schmidt’s EVs rely on software and hardware that is highly technical and complex and will require modification and updates over the life of its vehicles. Aebi Schmidt’s software and hardware may contain errors, bugs, vulnerabilities or design defects, and its systems are subject to certain technical limitations that may compromise its ability to meet its objectives. Some errors, bugs, vulnerabilities, or design defects inherently may be difficult to detect and may only be discovered after the product has been released. Although Aebi Schmidt will attempt to remedy any issues it observes in its vehicles effectively and rapidly, such efforts may not be timely, may hamper production or may not be to the satisfaction of its customers.

If Aebi Schmidt is unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in Aebi Schmidt’s software and hardware, or fail to deploy updates to its software properly, it would suffer damage to its reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect its business, prospects, financial condition, results of operations, and cash flows.

Aebi Schmidt’s EVs and EV operations use a substantial amount of complex third-party and in-house software and hardware. The development and integration of such advanced technologies are inherently complex, and Aebi Schmidt will need to coordinate with its vendors and suppliers to reach mass production for its EVs. Defects and errors may be revealed over time and Aebi Schmidt’s control over the performance of third-party services and systems may be limited. As a result, Aebi Schmidt’s potential inability to develop and integrate the necessary software and technology systems may adversely affect its EV business.

Aebi Schmidt relies on third-party suppliers to develop a number of emerging technologies for use in its EVs, including battery technology and the use of different battery cell chemistries. Certain of these technologies and chemistries are not today, and may not ever be, commercially viable. There can be no assurances that Aebi Schmidt’s suppliers will be able to meet the technological requirements, production timing, and volume requirements to support its business plan. Competitors and their suppliers may develop cheaper or more efficient battery technology. Furthermore, if Aebi Schmidt experiences delays by Aebi Schmidt’s third-party suppliers (including due to their financial viability or technology), Aebi Schmidt could experience delays in delivering on its timelines. In addition, the technology may not comply with the cost, performance useful life, and warranty characteristics Aebi Schmidt anticipates in its business plan. As a result, Aebi Schmidt’s business plan could be significantly impacted and Aebi Schmidt may incur significant liabilities under warranty claims which could materially and adversely affect its business, prospects, financial condition, results of operations, and cash flows.

Wars, acts of terrorism, armed conflicts, natural disasters (including those caused by climate change), budget shortfalls, cybersecurity incidents, civil unrest, governmental actions, and epidemics have in the past and could in the future create significant uncertainties that may have material and adverse effects on consumer demand, shipping and transportation, the availability of manufacturing components, commodity prices and Aebi Schmidt’s ability to engage in overseas markets as tariffs are implemented. An economic recession, whether resulting from one of these events or others, would have a material adverse impact on Aebi Schmidt’s financial condition and results of operations.

Aebi Schmidt is frequently subject, in the ordinary course of business, to litigation involving product liability and other claims, including wrongful death claims, related to personal injury and warranties. Aebi Schmidt insures its product liability claims in the commercial insurance market. Aebi Schmidt cannot be certain that its insurance coverage will be sufficient to cover all future claims against it. Any increase in the frequency and size of these claims, as compared to Aebi Schmidt’s experience in prior years, may cause the premiums that it is required to pay for such insurance to rise significantly. It may also increase the amount Aebi Schmidt pays in punitive damages, which may not be covered by its insurance. In addition, a major product recall or increased levels of warranty claims could have a material adverse effect on Aebi Schmidt’s results of operations.

Aebi Schmidt’s manufactured products and the industries in which Aebi Schmidt operates are subject to extensive federal and state regulations. Changes to any of these regulations or the implementation of new regulations could significantly increase the costs of manufacturing, purchasing, operating or selling Aebi Schmidt’s products, managing its data and systems, and could have a material adverse effect on its results of operations. Aebi Schmidt’s failure to comply with present or future regulations could result in fines, potential civil and criminal liability, suspension of sales or production, or cessation of operations.

Aebi Schmidt’s operations are subject to a variety of federal, state, local and international environmental regulations relating to, among other matters, noise pollution and the use, generation, storage, treatment, emission and disposal of hazardous materials and wastes, some of which impose joint and several liability, regardless of fault. Aebi Schmidt’s failure to comply with present or future regulations could result in fines, potential civil and criminal liability, suspension of production or operations, alterations to the manufacturing process, costly cleanup or capital expenditures. Climate change regulations at the federal, state or local level could require Aebi Schmidt to change its manufacturing processes or product portfolio or undertake other activities that may require it to incur additional expenses, which may be material.

Aebi Schmidt’s vehicles are subject to motor vehicle safety standards, and the failure to satisfy such mandated safety standards could have a material adverse effect on its business, financial condition, results of operations, and cash flows.

All vehicles sold must comply with international, federal, state and local motor vehicle safety standards. In the United States, vehicles that meet or exceed all federally mandated safety standards are self-certified by the manufacturer under the federal regulations. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Other jurisdictions outside the United States require Aebi Schmidt to meet “Type Approval” requirements by proving to regulators that its vehicles meet those relevant safety standards in effect in those countries. Failure by Aebi Schmidt to maintain compliance of its current vehicles or obtain certification of compliance for any future vehicle, including future EV models, with motor vehicle safety standards in the United States, Europe, Canada or other jurisdictions could have a material adverse effect on Aebi Schmidt’s business, prospects, financial condition, results of operations, and cash flows.

Aebi Schmidt’s quarterly operating results depend on a variety of factors including the timing and volume of orders, the completion of product inspections and acceptance by its customers, and various restructuring initiatives that may be undertaken from time to time. Accordingly, Aebi Schmidt’s financial results may be subject to significant and/or unanticipated quarter-to-quarter fluctuations.

The industries in which Aebi Schmidt operate are highly cyclical and there can be substantial fluctuations in its manufacturing, shipments and operating results, and the results for any prior period may not be indicative of results for any future period. Companies within these industries are subject to volatility in operating results due to external factors such as economic, demographic and political changes. Factors affecting the manufacture of chassis, specialty vehicles and other Aebi Schmidt products include but are not limited to:

In the ordinary course of business, customers are granted terms related to the sale of goods and services delivered to them. These terms typically include a period between when the goods and services are tendered for delivery to the customer and when the customer needs to pay for these goods and services. The amounts due under these payment terms are listed as accounts receivable on Aebi Schmidt’s balance sheet. Prior to collection of these accounts receivable, Aebi Schmidt’s customers could encounter drops in sales, unexpected increases in expenses, or other factors which could impact their ability to continue as a going concern and which could affect the collectability of these amounts. Writing off uncollectible accounts receivable could have a material adverse effect on Aebi Schmidt’s earnings and cash flow as Aebi Schmidt has major customers with material accounts receivable balances at any given time.

Aebi Schmidt relies on its information technology systems to effectively manage its business data, communications, supply chain, product engineering, manufacturing, accounting and other business processes. If these systems are damaged, cease to function properly or are subject to a cybersecurity breach such as ransomware, phishing, infection with viruses or intentional attacks aimed at theft or destruction of sensitive data, Aebi Schmidt may suffer an interruption in its ability to manage and operate the business, and its results of operations and financial condition may be adversely affected.

Like most corporations, Aebi Schmidt’s information systems are a target of attacks. In addition, third-party providers of data hosting or cloud services, as well as Aebi Schmidt’s suppliers, may experience cybersecurity incidents that may involve data Aebi Schmidt shares with them. There can be no assurance that cybersecurity incidents, whether with respect to Aebi Schmidt or such third-party providers, will not have a material adverse effect on it in the future. To mitigate risks to its information systems, Aebi Schmidt continues to make investments in personnel, technologies and training of personnel.

Gasoline or diesel fuel is required for the operation of the specialty vehicles Aebi Schmidt manufacture. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Increases in gasoline and diesel prices and speculation about potential fuel shortages may have had an unfavorable effect on consumer demand for certain Aebi Schmidt products. This, in turn, may have a material adverse effect on Aebi Schmidt’s sales volume. Increases in the price of oil also can result in significant increases in the price of many of the components in Aebi Schmidt’s products, which may have an adverse impact on margins or sales volumes.

Aebi Schmidt has a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, Aebi Schmidt reviews goodwill and non-amortizing intangible assets for impairment. Identifiable intangible assets, goodwill and other long-lived assets are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. If the operating performance at one or more of Aebi Schmidt’s reporting units fails to meet future forecasts, or if future cash flow estimates decline, Aebi Schmidt could be required, under current U.S. accounting rules, to record impairment charges for its goodwill, intangible assets or other long-lived assets. Any write-off of a material portion of such assets could negatively affect Aebi Schmidt’s results of operations or financial position.

While Aebi Schmidt believes that its patents, trademarks, know-how and other intellectual property have significant value, it is uncertain that this intellectual property or any intellectual property acquired or developed by

it in the future will provide a meaningful competitive advantage. Aebi Schmidt’s patents or pending patent applications may be challenged, invalidated or circumvented by competitors or rights granted thereunder may not provide meaningful proprietary protection. Moreover, competitors may infringe on Aebi Schmidt’s patents or successfully avoid them through design innovation. Policing unauthorized use of its intellectual property is difficult and expensive, and Aebi Schmidt may not be able to, or have the resources to, prevent misappropriation of its proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the U.S. The cost of protecting its intellectual property may be significant and have a material adverse effect on Aebi Schmidt’s financial condition and future results of operations. In addition, because Aebi Schmidt operates in many countries throughout the world, its intellectual property may be subject to additional risks of infringement, sometimes in jurisdictions with weaker protections of intellectual property rights, and Aebi Schmidt must take steps to protect its intellectual property rights under the laws of multiple jurisdictions. This risk increases when the intellectual property rights relate to new technologies.

Aebi Schmidt’s development and use of AI technology in its products and operations remains in the early phases. While Aebi Schmidt aims to develop and use AI responsibly and attempts to mitigate ethical and legal issues presented by its use, Aebi Schmidt may ultimately be unsuccessful in identifying or resolving issues before they arise. AI technologies are complex and rapidly evolving and the technologies that Aebi Schmidt develops or uses may ultimately be flawed. Moreover, AI technology is subject to rapidly evolving domestic and international laws and regulations, which could impose significant costs and obligations on the company. For example, the European Union’s Artificial Intelligence Act, which establishes broad obligations for the development and use of AI-based technologies made available in the European Union based on their potential risks and level of impact, came into force on August 1, 2024. Emerging regulations may pertain to data privacy, data protection, and the ethical use of AI, as well as clarifying intellectual property considerations. Aebi Schmidt’s use of AI could give rise to legal or regulatory action, increased scrutiny or liability, damage its reputation or otherwise materially harm its business.

In the ordinary course of business, Aebi Schmidt is subject to various claims and litigation. Any such claims, whether with or without merit, could be time-consuming and expensive to defend, could divert management’s attention and resources, could result in reputational damage to Aebi Schmidt, could result in significant damages or other costs, and could otherwise have a material adverse effect on Aebi Schmidt’s business, financial condition and results of operations.

Some of Aebi Schmidt’s businesses have in the past and may in the future face claims and litigation regarding accidents involving their products, including accidents involving injuries and deaths, and the increasing amount of Aebi Schmidt’s vehicles on the road may increase its exposure to such matters. In accordance with customary practice, Aebi Schmidt maintains insurance against some, but not all, of these potential claims. Aebi Schmidt may elect not to obtain insurance if Aebi Schmidt believes that the cost of available insurance is excessive relative to the risks presented. The levels of insurance Aebi Schmidt maintains may not be adequate to fully cover any and all losses or liabilities. Further, Aebi Schmidt may not be able to maintain insurance at commercially acceptable premium levels or at all.

If any significant accident, judgment, claim or other event is not fully insured or indemnified against, then in either case that could have a material adverse impact on Aebi Schmidt’s business, financial condition and results of operations. Aebi Schmidt cannot assure that the outcome of all current or future litigation will not have a material adverse impact on Aebi Schmidt’s business or results of operations.

Because the functional currency of most of Aebi Schmidt’s foreign operations is the applicable local currency, but its financial reporting currency is the U.S. dollar, Aebi Schmidt is required to translate the assets, liabilities, expenses, and revenues of its non-U.S. operations into U.S. dollars at the applicable exchange rate in preparing its financial statements. Accordingly, Aebi Schmidt faces foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries, sales to third-party customers, purchases from suppliers, and bank lines of credit with creditors denominated in foreign currencies.

Foreign currency exchange rates have affected Aebi Schmidt’s net sales, net earnings, and operating results in the past and could affect them in the future, in some cases materially. Currency exchange rate fluctuations may also affect the comparative prices between products Aebi Schmidt sells and products its non-U.S. competitors sell in the same market, which may decrease demand for its products. Substantial exchange rate fluctuations caused by the strengthening of the U.S. dollar or otherwise, may have an adverse effect on Aebi Schmidt’s operating results, financial condition, and cash flows, as well as the comparability of Aebi Schmidt’s financial statements between reporting periods. While Aebi Schmidt actively manages its foreign currency market risk in the normal course of business by entering into various derivative instruments to hedge against such risk, these derivative instruments involve risks and may not effectively limit its underlying exposure to foreign currency exchange rate fluctuations or minimize its net earnings and cash volatility associated with foreign currency exchange rate changes. Further, the failure of one or more counterparties to its foreign currency exchange rate contracts to fulfill their obligations to Aebi Schmidt could adversely affect its operating results.

Weather conditions in particular geographic regions have adversely impacted, and will likely in the future, adversely affect the sales, demand, and field inventory levels and seasonality trends of some of Aebi Schmidt’s products. Weather conditions also have disrupted Aebi Schmidt’s own manufacturing and distribution facilities and its supply chain, which has impacted its ability to manufacture product to fulfill customer demand, and such disruptions may occur in the future. For example, drought or unusually wet conditions have had, and may continue to have, an adverse effect on sales of certain mowing equipment products. Lower snowfall accumulations in key markets have had, and may continue to have, an adverse effect on sales of Aebi Schmidt’s snow and ice removal business. Similarly, adverse weather conditions in one season may negatively impact customer purchasing patterns and net sales for some of Aebi Schmidt’s products in another season. For example, lower snowfall accumulations may result in lower winter season revenues for landscape contractor professionals, causing such customers to forego or postpone spring purchases of Aebi Schmidt’s mowing equipment products.

Aebi Schmidt’s business has meaningful working capital requirements and a decline in operating results or access to financing may have an adverse impact on its liquidity position. As of March 31, 2025, under the Existing Credit Facilities Agreement, Aebi Schmidt had drawn $355 million (of which $21 million is considered short-term debt), which will be amortized to the end of 2025. In addition, Aebi Schmidt has entered into the new $600 million New Credit Facilities Agreement, which Aebi Schmidt will use for the refinancing of existing interest-bearing financial indebtedness of Aebi Schmidt and Shyft (and their subsidiaries), to pay costs and expenses incurred in connection with the Refinancing and the Transactions, and for general corporate and working capital purposes. The obligations of the Lenders to consummate the Debt Financing under the New Credit Facilities Agreement are subject to certain closing conditions, including the consummation of the Merger. The Combined Company’s ability to make required payments of principal and interest on its debt will depend on its future performance, which, to a certain extent, is subject to general economic, financial, competitive, political and other factors, some of which are beyond its control. Accordingly, conditions could arise that could limit the Combined Company’s ability to generate sufficient cash flows or to access borrowings to enable it to fund its liquidity needs, which could further limit its financial flexibility or impair its ability to obtain alternative financing sufficient to repay its debt at maturity.

Aebi Schmidt believes that its cash on hand, together with funds generated by its operations and borrowings under the Existing Credit Facilities Agreement or, after Closing, the New Credit Facility Agreement will provide the Combined Company with sufficient liquidity and capital resources to meet its working capital, capital expenditures and other operating needs for the foreseeable future. This belief is based on significant assumptions including, among other things, assumptions relating to future sales volumes, the successful implementation of the Combined Company’s business strategies, the continuing availability of trade credit from certain key suppliers and that there will be no material adverse developments in its competitive market position, business, liquidity or capital requirements. Any failure to achieve earnings expectations may have an adverse impact on the Combined Company’s available liquidity. As a result, Aebi Schmidt cannot provide assurance that it or the Combined Company will continue to have sufficient liquidity to meet its operating needs. In the event that the Combined Company does not

have sufficient liquidity, it may be required to seek additional capital, reduce or cut back its operating activities, capital expenditures or otherwise alter its business strategy. If the Combined Company obtains additional capital by issuing equity, the interests of its existing stockholders will be diluted. If the Combined Company incurs additional debt, the agreements governing that debt may contain significant financial and other covenants that may materially restrict its operations. Aebi Schmidt cannot assure you that the Combined Company could obtain refinancing or additional financing on favorable terms or at all.

Aebi Schmidt has meaningful contingent liabilities with respect to certain items that, if realized, could have a material adverse effect on its business, financial condition and operating results. In particular, Aebi Schmidt obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. Chassis are typically converted and delivered to customers within 90 to 120 days of receipt. If the chassis are not converted within this timeframe of delivery, in certain cases Aebi Schmidt is obliged to purchase the chassis and record it as inventory or is obligated to begin paying an interest charge on this inventory until purchased. Aebi Schmidt also obtains vehicle chassis directly from its customers in connection with specific vehicle orders. These vehicle chassis are stored at Aebi Schmidt’s various production facilities until the related value-added work is completed and the finished unit is shipped back to the customer. The customer does not transfer the vehicle chassis certificate of origin to Aebi Schmidt. If damage or theft were to occur to these chassis, Aebi Schmidt would be responsible for related costs incurred to repair or replace the customer-provided chassis. Further, in connection with dealers’ wholesale floor-plan vehicle financing programs, Aebi Schmidt enters into repurchase agreements with certain lending institutions, customary in the industries in which it operates, which may require it to repurchase previously sold vehicles. Although Aebi Schmidt’s exposure under these agreements is limited by the expected resale value of the inventory Aebi Schmidt may repurchase, Aebi Schmidt may receive less than anticipated on such resales and could collect payment on such resales later than originally expected. Additionally, Aebi Schmidt is party to multiple agreements whereby Aebi Schmidt guarantees indebtedness of others, including losses under pool agreements. Also, Aebi Schmidt is contingently liable under bid, performance and specialty bonds issued by its surety companies and has open standby letters of credit issued by its banks in favor of third parties. While Aebi Schmidt does not expect to experience material losses under these agreements, Aebi Schmidt cannot provide any assurance that these contingent liabilities will not be realized.

Various regulatory authorities have imposed, and may continue to impose, mandatory substantive or disclosure requirements with respect to ESG and sustainability matters. These requirements may not always be uniform across jurisdictions and may conflict with legal requirements, particularly in certain U.S. states that seek to discourage or penalize consideration of ESG factors in business operations, which may result in increased complexity, and cost for compliance, as well as could lead to increased litigation risks related to disclosures made pursuant to these regulations and legal requirements, any of which could adversely affect Aebi Schmidt’s financial performance. Additionally, Aebi Schmidt makes statements about its ESG goals and initiatives through information provided on its website, press statements and other communications, and in the future is expected to report on ESG matters in line with mandatorily applicable reporting rules under Swiss law. Any failure, or perceived failure, by Aebi Schmidt to achieve its goals, further its initiatives, adhere to its public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against Aebi Schmidt and materially adversely affect its business, reputation, results of operations, financial condition and stock price.

You should read the discussion under the sections of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders” and “Material Swiss Tax Consequences of the Ownership of Combined Company Shares” for a more complete discussion of U.S. federal and Swiss income tax considerations relating to the Transactions and/or the ownership and disposition of Aebi Schmidt Common Stock received in the Transactions.

In connection with the filing of this registration statement of which this proxy statement/prospectus forms a part, Davis Polk has delivered to Shyft its opinion to the effect that, based upon and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the federal income tax opinion filed as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, and representations from Shyft and Aebi Schmidt, (i) the Merger will qualify as a reorganization under Section 368(a) of the Code and (ii) the transfer of shares of Shyft Common Stock by shareholders of Shyft pursuant to the Merger (other than by any shareholder of Shyft who is a U.S. person and would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii))) of Aebi Schmidt following the Merger that does not enter into a five year gain recognition agreement with respect to Shyft Common Stock such shareholder transferred in the form provided in Treasury Regulations Section 1.367(a)-8) should qualify for an exception to Section 367(a)(1) of the Code.

Assuming the Merger qualifies for the Intended U.S. Shareholder Tax Treatment, if a U.S. holder of shares of Shyft Common Stock exchanges all of its shares of Shyft Common Stock for shares of Aebi Schmidt Common Stock in the Transactions, and such U.S. holder is not a “five-percent transferee shareholder” that does not file with the IRS a gain recognition agreement as described in applicable Treasury Regulations, such U.S. holder should not recognize any gain or loss with respect to its shares of Shyft Common Stock, except to the extent of any cash such U.S. holder may receive in lieu of fractional share of Aebi Schmidt Common Stock.

Notwithstanding the above, until the Closing, the parties cannot definitively determine the tax treatment of the Transactions. In addition, no assurance can be given that the IRS will not assert, or that a court would not sustain, that the Transactions do not qualify as a reorganization under Section 368(a) of the Code or that the Transactions are otherwise subject to Section 367(a)(1) of the Code. If the IRS were to successfully make such an assertion, a U.S. holder would generally be required to recognize gain, or ((A) in the case of cash received for fractional shares or (B) in the event that the Transactions do not qualify as a reorganization under Section 368(a) of the Code) loss, equal to the difference between the U.S. holder’s adjusted tax basis in the shares of Shyft Common Stock it surrenders in the Merger and an amount equal to the fair market value, as of the consummation of the Merger, of any shares of Aebi Schmidt Common Stock received or to be received in the Merger plus any cash received in the Merger in lieu of a fractional share.

For more information, please see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders” for a more detailed discussion with respect to the qualification of the Merger as a tax-free reorganization.

Under current U.S. federal income tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, Aebi Schmidt, which is incorporated under the laws of Switzerland and is a Swiss tax resident, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains rules that may cause a non-U.S. corporation to, in certain circumstances, be treated as a domestic corporation for U.S. federal income tax purposes. If Aebi Schmidt were treated as a domestic corporation for U.S. federal income tax purposes, it could be subject to substantial U.S. tax liability, in addition to tax liability in its country of residence, and the gross amount of any dividend payments to its non-U.S. holders could be subject to U.S. withholding tax. In addition, even if a non-U.S. corporation is not treated as a domestic corporation for U.S. federal income tax purposes, the non-U.S. corporation may be treated as a “surrogate foreign corporation” under Section 7874 of the Code, in which case the non-U.S. corporation would be subject to certain adverse U.S. federal income tax rules, including the ineligibility of dividends paid by the non-U.S. corporation for the reduced rates of tax that apply to qualified dividends.

Shyft and Aebi Schmidt believe that the Merger should not result in Aebi Schmidt being treated as a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or a “domestic corporation” pursuant to Section 7874(b) of the Code. However, the application of the rules under Section 7874 of the Code is complex and subject to uncertainty, and there is limited guidance regarding their application. Moreover, the application of Section 7874 of the Code to the facts and circumstances of the Transactions is uncertain.

For more information, please see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—Application of Section 7874 of the Code” for a more detailed discussion with respect to Section 7874 of the Code.

A non-U.S. corporation, such as Aebi Schmidt, will be classified as a passive foreign investment company (“PFIC”) for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income, or (2) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income. Under certain “look-through” rules, a non-U.S. corporation is treated for purposes of determining whether it is a PFIC as owning a proportionate share of the assets, and receiving a proportionate share of the gross income, of subsidiaries in which it directly or indirectly owns a 25% or greater interest. Based on the current composition of its income, assets and operations, and, the expected composition of its income, assets and operations after the Merger, Aebi Schmidt believes (i) that it was not a PFIC for its taxable year prior to the Closing, and (ii) that it will not be a PFIC for its taxable year that includes the Closing or the foreseeable future. Because determining PFIC status is a fact-intensive exercise made on an annual basis and depends on the composition of a non-U.S. corporation’s assets and income during each year, no assurance can be given that Aebi Schmidt is not, and Aebi Schmidt will not be, classified as a PFIC. If Aebi Schmidt were a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. holder of Aebi Schmidt Common Stock, such U.S. holder could be subject to certain adverse U.S. federal income tax consequences and could be subject to additional reporting requirements. There can be no assurance that Aebi Schmidt will not be a PFIC for U.S. federal income tax purposes for the taxable year that includes the Closing or for future taxable years.

For more information, please see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders—U.S. Federal Income Tax Consequences for U.S. Holders of Aebi Schmidt Common Stock—Passive Foreign Investment Company Considerations” for a more detailed discussion with respect to Aebi Schmidt’s potential PFIC status and certain tax implications thereof. U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of Aebi Schmidt Common Stock.

For U.S. federal income tax purposes, if a U.S. investor is treated for U.S. federal income tax purposes as owning (directly, indirectly or constructively) at least 10% of the value or voting power of Aebi Schmidt Common Stock, such U.S. investor may be treated as a “United States shareholder” with respect to Aebi Schmidt, or any of its non-U.S. subsidiaries, which could result in adverse U.S. federal income tax consequences to such U.S. investor if Aebi Schmidt or such subsidiary is a “controlled foreign corporation.” A non-U.S. corporation is considered a controlled foreign corporation if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned or is considered as owned by applying certain constructive ownership rules, by U.S. shareholders on any day during the taxable year of such non-U.S. corporation. As Aebi Schmidt will have U.S. subsidiaries following the Transactions, certain of Aebi Schmidt’s non-U.S. subsidiaries could be treated as controlled foreign corporations under certain attribution rules regardless of whether Aebi Schmidt is treated as a controlled foreign corporation.

Under these rules, certain U.S. shareholders (that directly or indirectly own at least 10% of the value or voting power of Aebi Schmidt Common Stock) may be required to report annually and include in their U.S. federal taxable income their pro rata share of Aebi Schmidt’s non-U.S. subsidiaries’ “Subpart F income” and, in computing their “global intangible low-taxed income,” “tested income” and a pro rata share of the amount of certain U.S. property held by the subsidiaries regardless of whether such subsidiaries make any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such U.S. shareholder to significant monetary penalties and may extend the statute of limitations with respect to such U.S. shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due. Aebi Schmidt does not intend to assist U.S. investors in determining whether Aebi Schmidt or any of its non-U.S. subsidiaries are treated as a controlled foreign corporation for U.S. federal income tax purposes or whether any U.S. investor is treated as a U.S. shareholder with respect to any of such controlled foreign corporations or furnish to any investor information that may be necessary to comply with reporting and tax paying obligations if Aebi Schmidt, or any of its non-U.S. subsidiaries, is treated

as a controlled foreign corporation for U.S. federal income tax purposes. U.S. investors who directly or indirectly own 10% or more of the combined voting power or value of Aebi Schmidt Common Stock are strongly encouraged to consult their own tax advisors regarding the U.S. tax consequences of owning or disposing of Aebi Schmidt Common Stock.

Any change in tax law, interpretation or practice, or in the terms of tax treaties, in a jurisdiction where Aebi Schmidt and its subsidiaries are subject to tax could increase the amount of tax payable by Aebi Schmidt and its subsidiaries, either in respect of the Transactions or in respect of the operations of Aebi Schmidt and its subsidiaries. These changes could negatively affect Aebi Schmidt’s operations or financial performance.

Shyft and Aebi Schmidt have operations in various countries that have differing tax laws and are subject to audit by domestic and foreign authorities. The effective tax rate of Aebi Schmidt and its subsidiaries may change from year to year based on changes in the mix of activities and income earned among the different jurisdictions in which Aebi Schmidt and its subsidiaries, including Shyft, will operate; changes in tax laws in these jurisdictions; changes in the tax treaties between various countries in which they will operate; changes in eligibility for benefits under those tax treaties; and changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating the provision and accruals for these taxes. Such changes could result in a substantial increase in the effective tax rate on all or a portion of the income of Aebi Schmidt and its subsidiaries.

Dividends paid on shares of the capital stock of the Combined Company are generally subject to Swiss withholding tax at a rate of 35% on any amount that cannot be allocated to share capital as reported on the annual standalone financial statements prepared pursuant to Swiss law (i.e., would constitute a reduction of share capital) or capital contribution reserves as reported on the Combined Company’s annual standalone financial statements prepared pursuant to Swiss law and recognized as such by the Swiss Federal Tax Administration. It is expected that the Combined Company will be able to create through the Merger additional capital contribution reserves in the amount of the fair market value of Shyft. There can be no assurance that Combined Company’s shareholders will approve a dividend out of capital contribution reserves. It is also possible that Swiss withholding tax rules will be changed in the future or that a change in Swiss law will adversely affect the Combined Company or its shareholders, in particular as a result of distributions out of capital contribution reserves becoming subject to additional corporate law or other restrictions. If the Combined Company is unable to allocate any portion of a dividend to share capital (i.e., reduce Shyft’s share capital) or capital contribution reserves, it will not be able to make distributions without subjecting its shareholders to Swiss withholding tax. For additional information, including regarding potential recovery routes, please see the section of this proxy statement/prospectus entitled “Material Swiss Tax Consequences of the Ownership of Combined Company Shares—Swiss Withholding Tax.”

The repurchase of shares of the capital stock of the Combined Company for cancellation is treated as a partial liquidation, and the proceeds from any repurchase of shares of the capital stock of the Combined Company are generally subject to Swiss withholding tax at a rate of 35% on any amount that cannot be allocated to share capital (as reported on the Combined Company’s annual standalone financial statements prepared pursuant to Swiss law) or capital contribution reserves (as reported on the Combined Company’s annual standalone financial statements prepared pursuant to Swiss law and recognized as such by the Swiss Federal Tax Administration). It is expected that the Combined Company will be able to create through the Merger additional capital contribution reserves in the amount of the fair market value of Shyft. While the repurchase of shares of the capital stock of the Combined Company for purposes other than for cancellation (such as to retain the repurchased shares of the capital stock of the Combined Company as treasury shares for use in connection with acquisitions, equity incentive plans, convertible debt or other instruments) would generally not be subject to Swiss withholding tax, the repurchase of shares of the

capital stock of the Combined Company for purposes other than cancellation would also be treated as a partial liquidation if the Combined Company repurchases shares of the capital stock of the Combined Company in excess of certain thresholds or if it fails to sell or reissue such shares of the capital stock of the Combined Company within the applicable time period after the repurchase.

In most instances, Swiss companies with shares listed on a Swiss trading venue will repurchase shares for cancellation through a second trading line on such Swiss trading venue. On the second trading line, the Swiss withholding tax of 35% is deducted from the portion of the purchase price that is subject to Swiss withholding tax as required by Swiss tax laws, and certain shareholders may subsequently apply for a full or partial refund of this Swiss withholding tax. Should the Combined Company not deduct the Swiss withholding tax upon repurchase (for example, in the case of a repurchase on an ordinary trading line), the Combined Company would have to pay the grossed-up Swiss withholding tax (53.8%) upon cancellation of the repurchased shares of the capital stock of the Combined Company, in case of the repurchase of the shares of the capital stock of the Combined Company in excess of certain thresholds or failure to sell or reissue such shares of the capital stock of the Combined Company within the applicable time period after the repurchase.

The Combined Company is not expected to be able to use the customary second trading line process available on Swiss trading venues to repurchase shares of capital stock of the Combined Company because the Combined Company is not expected to list the shares of the capital stock of the Combined Company on any Swiss trading venues. Moreover, opening a second trading line that would allow the Combined Company to deduct the Swiss withholding tax of 35% from the purchase price is not possible on the Nasdaq. While it is possible that companies whose shares are not listed on the SIX are allowed in the future to have second trading lines on the SIX, there is expected to be significant practical hurdles for the Combined Company to efficiently manage repurchases on such second trading lines in a sufficiently large scale given the materially different trading hours of the SIX and Nasdaq, among other things. While in certain cases the Combined Company may be able to conduct repurchases through arrangements with certain financial institutions (referred to as “virtual second trading lines”), such arrangements may be less efficient than a customary second trading line and, in any case, will be subject to confirmation in a tax ruling with the competent Swiss tax authorities. The Combined Company may not be able to receive such a Swiss tax ruling and there is no certainty that in the future a second trading line for Swiss companies with shares listed on a foreign stock exchange will be available, or that such second trading line would allow the Combined Company to efficiently manage repurchases in a sufficiently large scale, thus limiting the Combined Company’s ability to conduct share repurchases.

Shareholders who hold their shares through an intermediary, such as a bank, broker, trustee or other nominee, must follow the instructions provided by your bank, broker, trustee or other nominee on their proxy materials.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on [______], 2025. Votes cast by mail must be received in sufficient time to allow processing.

In accordance with the Restated Articles of Incorporation of Shyft, the Second Amended and Restated Bylaws of Shyft and the MBCA, approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Shyft Common Stock entitled to vote thereon, by casting a vote “FOR” the Merger Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy). Accordingly, the Merger cannot be completed without the approval of the Merger Proposal. In addition, pursuant to the Merger Agreement, approval of the Merger Proposal is a condition to the consummation of the Merger.

The Shyft Board unanimously recommends that Shyft shareholders vote “FOR” the Merger Proposal.

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Shyft is required to submit a proposal to Shyft’s shareholders to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Shyft’s named executive officers that is based on or otherwise relates to the Merger Agreement and the Transactions. This compensation is summarized in the section of this proxy statement/prospectus entitled “The Merger—Interests of Shyft’s Executive Officers and Non-Employee Directors in the Merger—Summary of Potential Transaction Payments to Named Executive Officers.” Shyft’s Board encourages you to review carefully the information contained in this proxy statement/prospectus regarding Merger-related compensation that will or may be paid to Shyft’s named executive officers. Accordingly, Shyft is asking you to approve the following resolution:

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote not to approve the Advisory Compensation Proposal and vice versa. Approval of the Advisory Compensation Proposal is not a condition to the completion of the Merger. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on Shyft. Accordingly, if the Merger Agreement is adopted and the Merger is consummated, the amounts approved to be paid under the Advisory Compensation Proposal may be payable to Shyft’s named executive officers in accordance with the terms and conditions of the applicable agreements, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Advisory Compensation Proposal.

Approval of the Advisory Compensation Proposal requires more votes are cast “FOR” than “AGAINST” the Advisory Compensation Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy).

The Shyft Board unanimously recommends that Shyft shareholders vote “FOR” the Advisory Compensation Proposal.

Shyft may propose to adjourn the Special Meeting: (i) with the written consent of Aebi Schmidt; (ii) for the absence of a quorum; (iii) after consultation in good faith with Aebi Schmidt, (A) to solicit additional proxies for the purpose of obtaining shareholder approval of the Merger Proposal, or (B) to allow reasonable additional time for the preparation, filing and distribution of any supplemental or amended disclosure which Shyft has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable and for such supplemental or amended disclosure to be disseminated to, and reviewed by, Shyft’s shareholders prior to the Special Meeting, or (iv) otherwise where required to comply with applicable law following consultant with outside legal counsel; provided that, in the case of the foregoing clause (iii)(A), no such postponement or adjournment can be for a period of more than twenty business days without Aebi Schmidt’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

If the Special Meeting is so adjourned, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote

on any proposal, or if you indicate that you wish to vote in favor of the Merger Proposal and the Advisory Compensation Proposal but do not indicate a choice on the Adjournment Proposal, your shares of Shyft Common Stock will be voted in favor of the Adjournment Proposal. If you indicate, however, that you wish to vote against the Merger Proposal or the Advisory Compensation Proposal, your shares of Shyft Common Stock will only be voted in favor of the Adjournment Proposal if you indicate that you wish to vote in favor of the Adjournment Proposal.

Approval of the Adjournment Proposal requires more votes are cast “FOR” than “AGAINST” the Adjournment Proposal at a duly held meeting, without regard to the presence of a quorum at such meeting.

The Shyft Board unanimously recommends that Shyft shareholders vote “FOR” the Adjournment Proposal.

Shyft is a North American company active in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets. Shyft brings a 50-year legacy serving its customers, which include first-to-last mile delivery companies across vocations, federal, state, and local government entities; the trades; and utility and infrastructure segments. Shyft is organized into two core business units: Shyft Fleet Vehicles and Services™ and Shyft Specialty Vehicles™. Today, its family of brands include Utilimaster®, Blue Arc™ EV Solutions, Royal® Truck Body, DuraMag® and Magnum®, Strobes-R-Us, Spartan® RV Chassis, Builtmore Contract Manufacturing™, and Independent Truck Upfitters. Shyft and its go-to-market brands are well known in their respective industries for quality, durability, and first-to-market innovation. Shyft employs approximately 2,900 employees and contractors across campuses, and operates facilities in Arizona, California, Florida, Indiana, Iowa, Maine, Michigan, Missouri, Pennsylvania, Tennessee, Texas, and Saltillo, Mexico. Shyft reported sales of $786,000,000 in 2024.

Aebi Schmidt is a provider of smart solutions for clean and safe transportation surfaces and the management of challenging terrain. Aebi Schmidt’s unique range of products includes its own vehicles and innovative attachments for custom vehicle equipment. The products, combined with customer-tailored support and service, offer a unique solution for nearly any challenge. Aebi Schmidt is a globally active group headquartered in Switzerland and achieved net revenue of EUR 1,001,136,000 in 2024. It employs around 3,000 people in 16 sales organizations and more than a dozen production sites worldwide. Through established partnerships with dealers, Aebi Schmidt is represented in 90 additional countries. Aebi Schmidt’s portfolio consists of the product brands Aebi, Schmidt, Nido, Arctic, Monroe, Towmaster, Swenson, Meyer, MB, and ELP – all well-established brands in their respective markets, some for more than 100 years.

Holdco was formed by Aebi Schmidt prior to the date of the Merger Agreement solely for the purpose of facilitating the Merger and the other Transactions. Holdco has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the Merger and the other Transactions. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt.

Merger Sub was formed by Holdco prior to the date of the Merger Agreement solely for the purpose of facilitating the Merger and the other Transactions. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the Merger and the other Transactions. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt.

Shyft’s Board and senior management often receive input from financial, strategic, and legal advisors with respect to such matters. Since early 2017, from time to time, Shyft’s Board and senior management met with representatives of Deutsche Bank to discuss Shyft’s businesses, industry dynamics and market trends and developments. Given the qualifications, experience and reputation of Deutsche Bank and its knowledge of Shyft’s businesses and the industries in which Shyft operates, Shyft’s Board and management team also periodically sought the perspectives of Deutsche Bank regarding potential acquisitions and other strategic alternatives that Shyft might consider to enhance shareholder value.

In addition, from time to time, at the direction of Shyft’s Board, representatives of Shyft had discussions with representatives of other companies regarding potential strategic transactions. Over the course of 2021, in furtherance of Shyft’s focus on strengthening its business and enhancing shareholder value, Shyft held several meetings with Monroe Truck Equipment, Inc. (“Monroe”), a manufacturer, upfitter and distributor of truck and trailer equipment for municipal and commercial markets, to discuss potential strategic transactions with Monroe. On November 17, 2021, Aebi Schmidt announced its acquisition of Monroe, which Shyft management regarded as a highly sought-after asset.

In mid-2022, Mr. Michael VanDieren, Shyft’s Vice President of Corporate and Business Development, contacted Mr. Barend Fruithof, Aebi Schmidt’s Chief Executive Officer, to gauge Aebi Schmidt’s receptiveness to either a potential divestiture of Monroe’s commercial business to Shyft or a potential commercial relationship involving the supply of certain Shyft products, including commercial vehicle bodies, to Monroe. On August 23, 2022, an introductory teleconference call was held between Mr. VanDieren, Mr. Daryl Adams, Shyft’s then-Chief Executive Officer, and Mr. Fruithof to discuss these topics. The parties agreed to continue discussions.

Over the course of the second half of 2022 through the first fiscal quarter of 2023, Shyft received inquiries from Company A regarding a potential business collaboration or a strategic transaction with Shyft. On September 22, 2022, to facilitate the exploration of such potential strategic transaction, Shyft and Company A executed a confidentiality agreement, which included customary non-disclosure and non-use provisions and a customary standstill provision that would terminate if, among other things, Shyft entered into an agreement providing for the acquisition of Shyft by a third party. Following the execution of the confidentiality agreement with Company A, representatives of Shyft and Company A held a series of preliminary discussions regarding a potential business collaboration or a strategic transaction. In August 2023, Company A consummated an alternative transaction with a third party and discontinued further communications with Shyft or its representatives until representatives of Deutsche Bank held the videoconference call with representatives of Company A on November 4, 2024, as discussed in further detail below.

On December 22, 2022, Mr. VanDieren and Mr. Fruithof met in Chicago, Illinois to engage in preliminary discussions regarding potential strategic opportunities. In light of Aebi Schmidt’s recent Monroe acquisition, Mr. Fruithof expressed no interest in divesting the Monroe commercial business to Shyft. However, Mr. Fruithof indicated that Aebi Schmidt would consider certain commercial relationships with Shyft, including the potential supply by Shyft of certain commercial vehicles to Monroe. Mr. Fruithof requested a meeting with Mr. Adams to continue such conversations. No material non-public information was disclosed at this meeting, and no formal proposal was made by Aebi Schmidt with respect to a potential business combination or other strategic transaction between Shyft and Aebi Schmidt.

On January 16, 2023, to facilitate the parties’ further discussions and the exchange of certain information in connection with a potential transaction, Shyft and Aebi Schmidt entered into a mutual Confidentiality Agreement (the “Initial Confidentiality Agreement”). The Initial Confidentiality Agreement included customary non-disclosure and non-use provisions and a customary standstill provision that would terminate if, among other things, Shyft entered into an agreement providing for the acquisition of Shyft by a third party.

On January 17, 2023, representatives of Deutsche Bank and the Shyft management team held a videoconference during which representatives of Deutsche Bank shared a presentation containing an overview of Aebi Schmidt’s business and operations, an update on market conditions and trends, and a preliminary side-by-side financial comparison of Shyft and Aebi Schmidt on a standalone and combined basis based primarily on publicly available information.

On January 23, 2023, in response to Mr. Fruithof’s request for continued discussions, an in-person meeting between members of the senior management team of Shyft, including Mr. Jonathan Douyard, Shyft’s then Chief Financial Officer, Mr. Steve Guillaume, Shyft’s former President of Specialty Vehicles, Mr. Adams and Mr. VanDieren, and the members of the senior management of Aebi Schmidt, including Mr. Fruithof, Mr. Thomas

Schenkirsch, Aebi Schmidt’s then-Chief Financial Officer and current Head of Group Strategic Development, and Mr. Steffen Schewerda, Aebi Schmidt’s Chief Executive Officer for North America, was held at Shyft’s headquarters in Novi, Michigan. At this meeting, the representatives of Aebi Schmidt provided an overview of Aebi Schmidt’s business, and representatives of Shyft provided a similar overview of Shyft’s business. The parties discussed the potential supply by Shyft of certain commercial vehicles to Monroe. Following the meeting, representatives of Shyft provided certain representatives of Aebi Schmidt a tour of Shyft’s facility located in Plymouth, Michigan. Later on January 23, 2023, Messrs. Fruithof, Adams, VanDieren and Douyard attended a dinner during which Mr. Fruithof raised the potential for a strategic transaction between Aebi Schmidt and Shyft. Following this meeting, the Shyft management team promptly informed Shyft’s Board and representatives of Deutsche Bank of Mr. Fruithof’s discussion of a potential strategic transaction.

On March 8, 2023, Messrs. Adams, Douyard and VanDieren and Mr. Fruithof attended the annual The Work Truck Show hosted by the National Truck Equipment Association (“NTEA”) in Indianapolis, Indiana, during which Mr. Fruithof toured Shyft’s booth.

On March 22, 2023, Aebi Schmidt’s Board was first notified of the potential transaction with Shyft, and was provided a summary of the ongoing discussions by members of Aebi Schmidt’s management team.

On May 19, 2023, representatives of Aebi Schmidt delivered a letter to representatives of Shyft (the “May 19 Letter”), executed by Mr. Fruithof and Mr. Schenkirsch, expressing interest in commencing mutual analysis of potential deal structure, valuation, and governance in connection with a potential strategic transaction with Shyft. The May 19 Letter did not contain a formal valuation proposal, and the May 19 Letter indicated that Aebi Schmidt would only incur the costs necessary to produce such a valuation proposal pending additional discussions between the parties. Following receipt of the May 19 Letter, representatives of Shyft provided a copy of such letter to Shyft’s Board and to representatives of Deutsche Bank.

On July 7, 2023, Aebi Schmidt contacted Wuersch & Gering LLP (“W&G”), Aebi Schmidt’s U.S. legal counsel, to review its engagement letter with Houlihan Lokey Inc. (“HLI”), as Aebi Schmidt’s prospective financial advisor in connection with Aebi Schmidt’s evaluation of a potential strategic transaction with Shyft.

On July 12, 2023, Aebi Schmidt engaged HLI as its financial advisor with respect to a potential strategic transaction with Shyft.

On July 18, 2023, Shyft’s Board held a regularly scheduled meeting with certain members of the Shyft management team and representatives of Deutsche Bank in attendance. After Shyft’s Board and management discussed certain matters that had been on the agenda for the meeting, Mr. Adams described the discussions with Aebi Schmidt to date and provided an overview of the May 19 Letter. Representatives of Deutsche Bank then discussed with Shyft’s Board (i) the macroeconomic environment, (ii) Shyft’s depressed stock price, (iii) preliminary financial matters relating to Aebi Schmidt, including preliminary financial analyses based primarily on publicly available information, and (iv) potential responses to the May 19 Letter and other potential counterparties to a strategic transaction with Shyft. Representatives of Deutsche Bank noted that it believed Shyft’s depressed stock price presented some vulnerability to shareholder activism and potential unsolicited approaches from third parties. Representatives of Deutsche Bank also noted that an acquisition of Shyft by private equity sponsors would likely be challenging given Shyft’s near-term operating performance and cash flows. Following this discussion, Shyft’s Board directed Shyft management to continue discussions with representatives of Aebi Schmidt to determine whether Aebi Schmidt intended to deliver a formal proposal, including with respect to valuation and material transaction terms, with respect to a strategic transaction with Shyft.

From July 18, 2023 to August 31, 2023, representatives of Deutsche Bank and HLI held several discussions in which HLI continued work to support a proposal on valuation and governance with respect to a potential strategic transaction involving Shyft, including by sharing Aebi Schmidt’s historical financial statements and preliminary projected financial forecasts.

On August 11, 2023, in response to Aebi Schmidt’s request, representatives of Shyft prepared and delivered a business plan to representatives of Aebi Schmidt, which set forth Shyft’s preliminary projected financial forecasts, as prepared by Shyft management.

On September 29, 2023, a representative of HLI emailed representatives of Deutsche Bank to inform them that Aebi Schmidt would temporarily cease its discussions with Shyft regarding a potential strategic transaction until Aebi Schmidt confirmed that Shyft’s operational performance aligns with the business plan submitted by Shyft to Aebi

Schmidt on August 11, 2023. Representatives of Deutsche Bank promptly informed Shyft’s Board that Aebi Schmidt had not provided a formal valuation proposal to Shyft in connection with a potential strategic transaction between the parties and that, in light of the correspondence between representatives of Deutsche Bank and HLI, Deutsche Bank did not expect Aebi Schmidt to make such a proposal in the near future.

On October 23, 2023, representatives of Aebi Schmidt provided written notice to HLI terminating Aebi Schmidt’s engagement letter with HLI, effective as of November 23, 2023, due to Aebi Schmidt’s view that HLI was not the right cultural fit to support the transaction and Aebi Schmidt believed they would need an advisor with more experience in supporting a refinancing with Swiss banks.

On February 22, 2024, as a courtesy, Mr. Steve Hughes of HLI informed Mr. VanDieren that he was aware that Mr. Fruithof would be attending the then-upcoming Work Truck Show hosted by the NTEA in Indianapolis, Indiana. After learning that information, Mr. VanDieren and Mr. Fruithof coordinated a meeting with Shyft’s new President and Chief Executive Officer, Mr. John Dunn, at the NTEA Show. They arranged to meet at a scheduled breakfast for NTEA Work Truck Show participants, which was to be held at the hotel where Mr. Dunn was staying during the NTEA Work Truck Show (the “Breakfast”).

On March 7, 2024, Messrs. Fruithof, Schewerda, Dunn and VanDieren met at the Breakfast prior to the Work Truck Show hosted by the NTEA. They did not share any material non-public information at the Breakfast. After Breakfast, Mr. Fruithof and Mr. VanDieren continued their conversations regarding possible further evaluation of a potential strategic transaction with Aebi Schmidt. Following those discussions, Mr. VanDieren informed Shyft’s Board and representatives of Deutsche Bank of his conversation with Mr. Fruithof and of Aebi Schmidt’s continued interest in a potential strategic transaction.

On August 15, 2024, representatives of Shyft hosted an in-person introduction of Mr. Fruithof and Mr. Schenkirsch to additional members of the Shyft management team in Novi, Michigan, which was attended by Mr. Jacob Farmer, Shyft’s President of Fleet Vehicles and Services, Mr. Joshua Sherbin, Shyft’s Chief Legal, Administrative and Compliance Officer, and Messrs. Dunn, Douyard and VanDieren.

On September 3, 2024, Messrs. Douyard, VanDieren, Farmer and Sherbin held a teleconference call with Mr. Fruithof and Mr. Schenkirsch during which the parties agreed to arrive at a working understanding of the relative valuations of their respective companies and certain terms of the proposed potential strategic transaction, including with respect to valuation, structure and governance. Mr. Fruithof and Mr. Schenkirsch also informed the parties of Aebi Schmidt’s intention to engage external U.S. advisors to facilitate the proposed strategic transaction.

On September 12, 2024, Aebi Schmidt formally selected W&G as outside legal counsel in connection with a potential strategic transaction with Shyft.

On September 16, 2024, representatives of Aebi Schmidt delivered a second non-binding proposal letter to representatives of Shyft with respect to a potential strategic transaction (the “September 16 Letter”). The September 16 Letter provided, among other things, (i) for a proposed equity value of approximately $474 million for Shyft (at then-current market prices as of September 4, 2024) and $624 million for Aebi Schmidt based on an enterprise value to “next-twelve-months” EBITDA multiple of 9.8x (which was based on Shyft’s implied EBITDA NTM multiple at the then-current market levels), which would imply that Shyft shareholders would receive approximately 43.2% of the equity of a combined entity at the closing of the proposed strategic transaction with Aebi Schmidt and implied no premium over the closing share price of Shyft Common Stock as of September 4, 2024, (ii) that the parties would structure such strategic transaction as a merger of Aebi Schmidt with and into Shyft, with Shyft surviving such merger as the surviving corporation and shareholders of Aebi Schmidt receiving shares of Shyft Common Stock at the closing of such transaction, and (iii) for a joint Combined Company Board chaired by a representative of Aebi Schmidt. The September 16 Letter indicated that Aebi Schmidt’s Board and its majority shareholder, Mr. Peter Spuhler, had approved the submission of the non-binding proposal and that Aebi Schmidt had engaged W&G as Aebi Schmidt’s outside legal counsel and Alantra as Aebi Schmidt’s financial advisors, in each case, in connection with a potential strategic transaction. The September 16 Letter was promptly shared with Shyft’s Board.

On September 30, 2024, Aebi Schmidt and Shyft entered into the Confidentiality Agreement to extend the term of the Initial Confidentiality Agreement until September 30, 2026. The amended Confidentiality Agreement contained substantially the same terms as the Initial Confidentiality Agreement, including customary mutual non-disclosure and non-use provisions and a customary standstill provision that would terminate if, among other things, Shyft entered into an agreement providing for the acquisition of Shyft by a third party.

On October 1, 2024, the parties held a joint videoconference call between Messrs. Fruithof, Schenkirsch, Schewerda, Dunn, Sherbin, Farmer and VanDieren and representatives from Deutsche Bank and Alantra, during which each team shared presentations to progress discussions with respect to a potential strategic transaction, which included a review and discussion of Shyft’s and Aebi Schmidt’s respective businesses and financial forecasts.

On October 2, 2024, in advance of the Shyft Board’s regularly scheduled meeting on October 14, 2024, Shyft’s Board held a meeting, with Messrs. Douyard, Sherbin and VanDieren in attendance, to discuss the terms of the September 16 Letter and the strategic rationale and executability of the proposed strategic transaction with Aebi Schmidt.

On October 4, 2024, Deutsche Bank hosted an in-person meeting at its office in New York, New York, attended by representatives of Aebi Schmidt, Shyft and Alantra. The parties discussed the existing business plans, financial projections, operations and strategies of each of Shyft and Aebi Schmidt, the business plan, integration and financial performance of Monroe, and the potential synergies, growth opportunities and governance expectations between the parties if Shyft and Aebi Schmidt entered into a strategic transaction.

On October 12, 2024, in advance of sending Shyft a third non-binding proposal letter with respect to a potential strategic transaction (the “October 12 Letter”) as detailed further below, Messrs. Fruithof and Schenkirsch and a representative from Alantra briefed Aebi Schmidt’s majority shareholder, Peter Spuhler, on the proposed terms of the October 12 Letter. Later on October 12, 2024, representatives of Aebi Schmidt delivered the October 12 Letter to Shyft. The October 12 Letter provided, among other things, (i) for an updated proposed equity value of approximately $735.2 million for Shyft and $858.7 million for Aebi Schmidt based on an implied enterprise value to 2024 EBITDA multiple for Shyft of 17.9x, based on the then current analyst consensus 2024 adjusted EBITDA of $46m or 12.5x based on a Shyft management adjusted 2024 EBITDA of $66m (calculated as Shyft management adjusted EBITDA of $47m plus $21m of Blue Arc estimated investment expense plus $6m of pro forma full year impact of ITU acquisition and less approximately $8m of non-cash stock based compensation expense), and 11.5x 2024 EBITDA multiple for Aebi Schmidt, which would imply that Shyft shareholders would receive approximately 46.1% of the equity of the combined entity at the closing of the proposed strategic transaction with Aebi Schmidt and implies a premium of 67.0% over the 30-day value weighted average price of shares of Shyft Common Stock, (ii) that the parties would structure such strategic transaction as a merger of Shyft with and into Aebi Schmidt, with Aebi Schmidt surviving such merger as the surviving corporation and shareholders of Shyft receiving shares of Aebi Schmidt Common Stock at the closing of such transaction, and (iii) for a joint Combined Company Board chaired by a representative of Aebi Schmidt and comprised of nine directors with five directors appointed by Aebi Schmidt and four directors appointed by Shyft. The October 12 Letter was promptly shared with Shyft’s Board in advance of the regularly scheduled meeting of Shyft’s Board on October 14, 2024.

On October 14, 2024, Shyft’s Board held a regularly scheduled meeting, with certain members of the Shyft management team and representatives of Deutsche Bank in attendance. Having conducted a prior analysis of Shyft’s financial performance and potential strategic alternatives in light of Shyft management’s strategic plan, representatives of Deutsche Bank discussed the motivation and strategic rationale for a transaction with Aebi Schmidt in light of the October 12 Letter and the viability of strategic alternatives. Representatives of Deutsche Bank raised potential concerns with respect to value creation in the near-term and long-term, and discussed an indicative transaction timeline supporting merger agreement execution prior to year-end, inclusive of a market check process. Shyft’s Board noted the importance of conducting thorough due diligence on Aebi Schmidt to assess value creation, synergy realization and cultural fit. Shyft’s Board then asked a number of questions regarding Deutsche Bank’s presentation and further discussed the October 12 Letter. Following the discussion led by Deutsche Bank, Shyft’s Board met in an executive session, and subsequently authorized Shyft’s management and advisory teams to (i) continue negotiations with Aebi Schmidt with a view to increasing the implied value Shyft shareholders would receive in the combined entity and pursuing a best-in-class governance structure for the Combined Company following the Closing, and (ii) conduct pre-signing market check to gauge interest in a potential strategic transaction with Shyft, which would include outreach to a number of third parties. Following discussions with representatives of Deutsche Bank and Shyft’s management team, Shyft’s Board determined to focus Shyft’s and Deutsche Bank’s outreach to potential strategic counterparties rather than private equity or financial sponsors given the challenging leveraged finance market conditions for investment opportunities in the U.S. specialty vehicles industry, and Shyft’s contemporaneous operational performance, cash flow and continued revenue challenges, which Shyft’s Board determined would likely not be attractive to potential financial sponsors.

Later on October 14, 2024, Shyft retained Davis Polk as outside legal counsel in connection with a potential strategic transaction with Aebi Schmidt.

On October 15, 2024, Aebi Schmidt executed a formal engagement letter with Alantra, providing for customary scope of services, fees and termination provisions in connection with Alantra’s financial advisory services for the potential strategic transaction with Shyft.

On October 17, 2024, Alantra sent Deutsche Bank a confirmation of key terms, including (i) that the parties would hold an in-person meeting at the New York, New York office of Deutsche Bank on October 25, 2024; (ii) Aebi Schmidt’s agreement to the timeline proposed by Shyft; (iii) Aebi Schmidt’s readiness to begin functional due diligence; (iv) Aebi Schmidt’s position that a majority of the board of directors, including the chairman, of the combined company would be appointed by Aebi Schmidt; (v) that the combined company would be Swiss domiciled; and (vi) a revised equity split of the combined company with Shyft shareholders receiving 47% and Aebi Schmidt shareholders receiving 53% of the combined company, with the potential revision to 48% Shyft / 52% Aebi Schmidt based on substantiated understanding of Shyft’s 2025 EBITDA.

On October 25, 2024, Messrs. Fruithof, Schenkirsch and Dunn and Mr. James Sharman, the Chairman of Shyft’s Board, attended an in-person meeting at the New York, New York office of Deutsche Bank. At the meeting, the attendees discussed, among other things, combined potential synergies, growth opportunities, governance and leadership principles as well as the terms of the October 12 Letter (including Aebi Schmidt’s proposed equity value for Shyft and proposed governance terms), and Aebi Schmidt’s growth strategy and integration plans, and Shyft’s sales pipeline.

On October 28, 2024, Aebi Schmidt’s Board held a meeting in which executives of Aebi Schmidt provided to the board an update on progress of the proposed transaction, and the merits of a combination, and key terms. Aebi Schmidt’s Board approved the indicative key terms as presented, and authorized Aebi Schmidt to commence detailed mutual due diligence with Shyft and contract negotiations, and also approved hiring additional external due diligence advisors.

On October 29, 2024, Shyft engaged Ernst & Young LLP (“EY”) as Shyft’s external tax and accounting advisor in connection with the proposed strategic transaction with Aebi Schmidt.

On October 30, 2024, Shyft executed a formal engagement letter with Deutsche Bank, providing for customary scope of services, fees and termination provisions in connection with Deutsche Bank’s financial advisory services for the potential strategic transaction with Aebi Schmidt. That same day, certain representatives of Aebi Schmidt, Alantra, and W&G held an all-hands call with representatives of Shyft, Deutsche Bank, and Davis Polk to discuss process and timing for a potential strategic transaction as between the parties.

On October 31, 2024, Shyft provided data room access to Aebi Schmidt and its advisors for their due diligence review of Shyft.

On November 1, 2024, Aebi Schmidt provided data room access to Shyft and its advisors for their due diligence review of Aebi Schmidt.

Also on November 1, 2024, at the direction of Shyft’s Board and management, Deutsche Bank commenced outreach to third parties in connection with a pre-signing market check to gauge interest in a potential strategic transaction with Shyft. Deutsche Bank initially approached six (6) third parties on a no-names basis to gauge interest in a potential strategic transaction. As part of the outreach, Deutsche Bank distributed form confidentiality agreements containing customary confidentiality, standstill and non-use provisions to such third parties.

Later in the day on November 1, 2024, representatives of Company B responded to Deutsche Bank’s initial outreach and representatives of Deutsche Bank had a phone call with representatives of Company B to discuss Company B’s potential interest in pursuing a potential business combination or other strategic transaction in the U.S. specialty vehicles industry.

On November 1, 2024, members of Aebi Schmidt’s management team provided Aebi Schmidt’s Board the first weekly written due diligence status update for its review of Shyft.

On November 3, 2024, representatives of Deutsche Bank held an initial video conference with representatives of Company C to discuss Company C’s potential interest in pursuing a potential business combination or other strategic transaction in the U.S. specialty vehicles industry.

On November 3, 2024, Aebi Schmidt engaged Baer & Karrer (“B&K”) as its Swiss legal counsel in connection with its potential strategic transaction with Shyft.

On November 4, 2024, representatives of Deutsche Bank held an initial video call with representatives of Company D and, later that same day, held another initial video call with representatives of Company A, in each case to discuss such parties’ potential interest in pursuing a potential business combination or other strategic transaction in the U.S. specialty vehicles industry. Following the videoconference, representatives of Company D informed representatives of Deutsche Bank that Company D was not interested in pursuing a strategic transaction at that time due to the relative size and valuation of Shyft and Company D’s likely inability to meet the targeted timing of the transaction.

On November 5, 2024, representatives of Deutsche Bank held another call with representatives of Company A to further discuss whether Company A had potential interest in a strategic transaction. During the videoconference, representatives of Company A informed representatives of Deutsche Bank that Company A would not pursue a potential strategic transaction at that time due to Company A’s focus on other internal initiatives and its existing acquisition strategy to pursue strategic opportunities with higher profitability. Later that same day, certain representatives of Company E executed a negotiated confidentiality agreement with Shyft. The confidentiality agreement with Company E included customary non-disclosure and non-use provisions and a customary standstill provision that would terminate if, among other things, Shyft entered into an agreement providing for the acquisition of Shyft by a third party. By its terms, the standstill expired upon the announcement of Shyft’s entry into the Merger Agreement.

On November 5, 2024, Shyft retained PwC US Business Advisory LLP, a Delaware limited liability partnership (“PwC Business Advisory”), as consultants to conduct commercial diligence in connection with the proposed strategic transaction with Aebi Schmidt.

On November 7, 2024, representatives of Company F and Company B each executed their respective negotiated confidentiality agreements with Shyft. Each of the confidentiality agreement with Company F and Company B included customary non-disclosure and non-use provisions and a customary standstill provision that would terminate if, among other things, Shyft entered into an agreement providing for the acquisition of Shyft by a third party. By its terms, each standstill expired upon the announcement of Shyft’s entry into the Merger Agreement.

On November 8, 2024, representatives of Shyft, Deutsche Bank and Company B held a video conference during which representatives of Shyft presented information on its business and answered questions from representatives of Company B. During the meeting, representatives of Deutsche Bank also provided a presentation to, and responded to questions from, representatives of Company B regarding Shyft’s businesses. No proposal was made by Company B during the meeting regarding a strategic transaction with Shyft.

On November 8, 2024, members of Aebi Schmidt’s management team provided Aebi Schmidt’s Board its weekly written due diligence status update for its review of Shyft.

On November 10, 2024, representatives of Company C executed a negotiated confidentiality agreement with Shyft. The confidentiality agreement with Company C included customary non-disclosure and non-use provisions and a customary standstill provision that would terminate if, among other things, Shyft entered into an agreement providing for the acquisition of Shyft by a third party. By its terms, the standstill expired upon the announcement of Shyft’s entry into the Merger Agreement.

On November 11, 2024, a representative of Company B informed a representative of Deutsche Bank that Company B would not pursue a potential strategic transaction with Shyft at that time due to Shyft’s lower margin profile, limitations on Shyft’s ability to leverage existing customer relationships, and concerns regarding the viability of certain existing projects and strategic undertakings by Shyft. No proposal was made by Company B during the meeting regarding a strategic transaction with Shyft.

On November 12, 2024, representatives of Shyft, Deutsche Bank and Company E held a video conference during which representatives of Shyft presented information on its business and answered questions from representatives of Company E. No proposal was made by Company E during the meeting regarding a strategic transaction with Shyft.

On November 13, 2024, representatives of Shyft, Deutsche Bank and Company F held a video conference during which representatives of Shyft presented information on its business and answered questions from representatives of Company F. No proposal was made by Company F during the meeting regarding a strategic transaction with Shyft.

On November 14, 2024, representatives of Deutsche Bank had a call with representatives of Company E to provide certain additional information requested during the parties’ November 12, 2024 meeting. No proposal was made by Company E during the call regarding a strategic transaction with Shyft.

Later on November 14, 2024, representatives of Shyft and Deutsche Bank held an in-person meeting with representatives of Company C in Plymouth, Michigan and representatives of JP Morgan Chase & Co. (“JP Morgan”), Company C’s financial advisor, during which representatives of Shyft and Deutsche Bank presented information to, and responded to questions from, representatives of Company C. On that same day, representatives of Company E informed representatives of Deutsche Bank that Company E would not pursue a potential strategic transaction with Shyft at that time due to Company E’s general lack of interest in Shyft’s businesses (other than the fleet vehicle services business), Company E’s unwillingness to adopt on-sale risks to acquiring Shyft’s other businesses, and concerns regarding the viability of certain existing projects and strategic undertakings by Shyft. Company E did not make any proposal to acquire any of Shyft’s businesses, including Shyft’s fleet vehicle services business.

On November 15, 2024, representatives of Davis Polk sent to W&G an initial draft of the Merger Agreement, which proposed, among other things, a Combined Company Board comprised of nine directors, with five such directors to be designated by Shyft and four directors to be designated by Peter Spuhler or his affiliates. Later that same day, representatives of Davis Polk sent to W&G an initial draft of the form of relationship agreement to be attached as Exhibit B to the Merger Agreement, which proposed, among other things, a two year standstill binding on certain significant shareholders of Aebi Schmidt and certain step-down thresholds on the board nomination rights of the Combined Company for Peter Spuhler and his affiliates when such persons no longer held 35%, 25%, and 15%, respectively, of the outstanding shares of Aebi Schmidt Common Stock.

Between November 11, 2024 and November 19, 2024, representatives of Shyft and Aebi Schmidt, together with their respective advisors, held a series of due diligence conference calls during which representatives of Aebi Schmidt and its outside advisors answered questions from Shyft and its advisors regarding finance, quality assurance, accounting, tax, legal, operational, litigation, intellectual property, labor and employment, and regulatory matters.

From November 15, 2024, through November 17, 2024, Aebi Schmidt and Shyft conducted in-person meetings in Chicago, Illinois to facilitate the parties’ due diligence investigations of their counterparties, including with respect to certain legal, commercial, operational and tax matters. The parties also discussed the scope of due diligence to be conducted and the potential timing for the signing and announcement of a transaction should the parties reach agreement on terms. Representatives of Aebi Schmidt, Shyft, Deutsche Bank, Alantra, Davis Polk, W&G and UBS Switzerland AG (as potential financing source) attended such meetings in person or virtually.

On November 17, 2024, Mr. Fruithof met individually with Mr. Sharman to discuss the cultural compatibility of the two companies and the board composition and other corporate governance matters with respect to a combined entity following a potential strategic transaction between Shyft and Aebi Schmidt.

On November 17, 2024, members of Aebi Schmidt’s management team provided Aebi Schmidt’s Board its weekly written due diligence status update for its review of Shyft.

On November 19, 2024, representatives of Deutsche Bank had a telephone conversation with representatives of JP Morgan to provide certain additional information requested during the parties’ November 14, 2024 meeting. That same day, Deutsche Bank had a follow-up video conference with certain representatives of Company F, during which representatives of Company F informed representatives of Deutsche Bank that Company F would not pursue a potential strategic transaction with Shyft at that time due to concerns regarding Shyft’s recent and near-term performance challenges, Shyft’s lower margin profile and the viability of certain existing projects and strategic undertakings by Shyft.

On November 19, 2024, Shyft’s Board held a meeting in Novi, Michigan during which representatives of Deutsche Bank and members of Shyft management provided Shyft’s Board with updated information regarding the proposed strategic transaction with Aebi Schmidt and the market check process. During this meeting, representatives of Deutsche Bank informed Shyft’s Board that Shyft and Aebi Schmidt continued to conduct diligence on potential synergies in connection with a proposed strategic transaction, that the parties continued to engage in discussions and

that the potential transaction was on track to be announced on or prior to December 16, 2024. Representatives of Deutsche Bank further noted that proposals from participants in the market check were due on or prior to November 28, 2024, but that five of the six participants in the market check had informed representatives of Deutsche Bank that they would not pursue a strategic transaction with Shyft, including Company D, Company F, Company B, Company A and Company E. Representatives of Deutsche Bank further noted that Company C remained active in the market check process and continued to conduct diligence on Shyft, and that Deutsche Bank continued to provide Company C with diligence materials, to determine whether Company C could propose a transaction at a valuation that would be acceptable to Shyft. Representatives of Deutsche Bank also provided an update on other workstreams with respect to a potential strategic transaction with Aebi Schmidt, including with respect to discussions on corporate governance matters, the Debt Financing, tax matters and compensation and benefits topics. Following this discussion, Shyft’s Board directed Shyft management to continue discussions with representatives of Aebi Schmidt to resolve outstanding issues with respect to a potential strategic transaction between Shyft and Aebi Schmidt.

On November 23, 2024, representatives of W&G sent a revised draft of the Merger Agreement to Davis Polk, which draft agreement proposed, among other things, (i) an antitrust covenant that expressly excluded any obligation of Aebi Schmidt, Merger Sub or their respective subsidiaries to agree to any divestitures, hold separate arrangements or similar actions by it or Shyft to obtain required antitrust approvals and clearances (such obligation, a “Burdensome Condition”), (ii) an outside date of nine months following the date of the Merger Agreement with one automatic three month extension, (iii) a termination fee payable by Shyft equal to 3.5% of Shyft’s equity value, (iv) no termination fee payable by Aebi Schmidt, (v) an obligation for Shyft to supply certain manufacturing parts to Aebi Schmidt between signing and closing, and (vi) certain additional closing conditions, including conditions relating to the consummation of the Debt Financing, receipt of certain Aebi Schmidt shareholder approvals, and the receipt of certain tax rulings in Switzerland. The revised draft of the Merger Agreement also provided that Shyft would have reduced flexibility to respond to alternative transaction proposals or intervening events.

On November 26, 2024, representatives of Davis Polk and W&G spoke by phone to discuss the open issues in the draft Merger Agreement.

On November 27, 2024, Aebi Schmidt’s Board held a meeting to consider entering into final negotiations with Shyft. Aebi Schmidt’s management team presented to Aebi Schmidt’s Board, and the board members considered, the strategic rationale for the transaction, including potential synergies, opportunities to streamline the various business lines, geographical landscape and growth opportunities. In addition, the management team presented a combined financial analysis based on the companies’ business plans, valuation, potential value creation for shareholders of both companies, and options for organizational structures and their guiding principles. The management team also presented an update of the material due diligence findings and proposal for a syndicated credit facility for the combined company. Finally, the board members reviewed proposed plans for communication, transaction timeline and post-closing integration of the businesses. Aebi Schmidt’s Board approved further negotiations.

On November 28, 2024, the date by which Shyft and Deutsche Bank had requested submission of initial non-binding indications of interest from third parties as part of the pre-signing market check process, Deutsche Bank had received no proposals or further correspondence with respect to a potential business combination or other strategic transaction with Shyft.

On November 30, 2024, representatives of Davis Polk sent to W&G a revised draft of the Merger Agreement, which proposed, among other things, (i) a hell-or-high-water regulatory efforts covenant with a threshold on the Burdensome Condition obligation of the parties marked as subject to discussion, (ii) an outside date of nine months following the date of the Merger Agreement with two automatic three month extensions, (iii) a termination fee payable by Shyft equal to 2% of Shyft’s equity value, (iv) no termination fee payable by Aebi Schmidt, (v) removal of the obligation for Shyft to supply certain manufacturing parts to Aebi Schmidt between signing and closing, and (vi) removal of certain closing conditions, including a condition relating to the consummation of the Debt Financing in favor of Aebi Schmidt, receipt of certain Aebi Schmidt shareholder approvals, and the receipt of certain tax rulings in Switzerland. The revised draft of the Merger Agreement also reinserted Shyft’s flexibility to respond to alternative transaction proposals or intervening events.

On December 3, 2024, representatives of Davis Polk sent to W&G an initial draft form of support agreement, which provided that all of the equityholders of Aebi Schmidt would be required, among other things, to vote their shares of Aebi Schmidt Common Stock in favor of the adoption of the Merger Agreement and the amendment of the articles of association of Aebi Schmidt as contemplated by the Merger Agreement.

On December 4, 2024, representatives of Davis Polk sent to W&G an initial draft of the Shyft Disclosure Schedules.

On December 5, 2024, representatives of Shyft, Davis Polk, Deutsche Bank, Aebi Schmidt, W&G and Alantra attended an all-hands discussion by phone to discuss the open issues in the draft Merger Agreement. In connection with the discussions, the parties agreed, among other things, (i) on the quantum on the Burdensome Condition obligation of the parties, (ii) that shareholders representing 98% of the issued and outstanding shares of Aebi Schmidt would be required to execute the support agreement, including PCS, Mr. Spuhler, Mr. Fruithof and Gebuka, (iii) to remove the supply obligations binding on Shyft between signing and closing, (iv) that the parties would obtain certain Aebi Schmidt shareholder approvals and certain tax rulings in Switzerland as conditions to closing, and (v) on a termination fee payable by Shyft equal to 3.0% of Shyft’s equity value.

On December 7, 2024, representatives of W&G sent to Davis Polk an initial draft of the Aebi Schmidt Disclosure Schedules.

On December 9, 2024, representatives of W&G sent a revised draft of the Merger Agreement to Davis Polk, which draft agreement proposed, among other things, no condition relating to the Debt Financing and a limited set of representations with respect to the Debt Financing. The revised draft of the Merger Agreement also did not reflect certain agreed positions with respect to the quantum of the Burdensome Condition.

Also on December 9, 2024, Aebi Schmidt’s Board held an extraordinary meeting by videoconference, where all Aebi Schmidt’s Board members were present. In addition to the board members, representatives from Aebi Schmidt’s management team, including Messrs. Fruithof and Schenkirsch, and representatives from Alantra and B&K, participated. Among other things, the participants discussed key terms of the Merger Agreement and the Relationship Agreements, compensation of Shyft management, governance and organizational structure of the Combined Company, status of the negotiations and terms of the refinancing and communication plan. Aebi Schmidt Board’s authorized Aebi Schmidt’s management team to finalize negotiations on the Merger Agreement and related documents including the terms of the financing commitment letter and related documents.

On the morning of December 10, 2024, representatives of Davis Polk sent to W&G a revised draft of the Shyft Disclosure Schedules with additional disclosures.

During the course of December 10, 2024 and December 11, 2024, Mr. Paul Mascarenas, a member of Shyft’s Board, and Mr. Fruithof held several calls regarding the composition of the Combined Company Board.

On December 10, 2024, Shyft’s Board held a meeting in Novi, Michigan to discuss the potential transaction with Aebi Schmidt. Certain members of Shyft senior management and representatives of Davis Polk, Deutsche Bank, EY and PwC Business Advisory attended the meeting. Members of Shyft management, with assistance from representatives of Deutsche Bank, Davis Polk, EY and PwC Business Advisory, presented certain diligence findings with respect to the Aebi Schmidt business, including with respect to commercial, financial, accounting, tax, and legal diligence matters. Representatives of Davis Polk then presented to Shyft’s Board matters regarding the material terms of the Merger Agreement, including with respect to transaction structure, transaction consideration, treatment of Shyft equity awards, deal protections, regulatory and other requisite approvals, ancillary agreements, tax matters and employee matters. Representatives of Davis Polk reviewed with Shyft’s Board its fiduciary duties under Michigan law, including its fiduciary duties when evaluating the proposed strategic transaction with Aebi Schmidt, and also discussed an expected timeline to closing of such transaction. Following this discussion, Shyft’s Board directed Shyft management and Deutsche Bank to contact representatives of Company C to determine whether Company C would provide a proposal with respect to a potential strategic transaction.

Later on December 10, 2024, representatives of Deutsche Bank were contacted by representatives of JPMorgan by phone. During such phone call, representatives of JPMorgan communicated to representatives of Deutsche Bank that, although Company C had expressed reservations to JPMorgan regarding the relatively low synergy potential between Company C and Shyft, as quantified by JPMorgan’s related analyses, Company C was continuing to evaluate a potential strategic transaction with Shyft and that JPMorgan expected Company C to provide a non-binding proposal. However, having exceeded the indicated deadline of November 28, 2024, JPMorgan did not provide a precise estimate on the timing of such non-binding proposal, and Deutsche Bank ultimately did not receive a proposal.

On the morning of December 11, 2024, representatives of Davis Polk sent to W&G a revised draft of the Shyft Disclosure Schedules with additional disclosures. Later that day on December 11, 2024, Advestra AG (“Advestra”),

Aebi Schmidt’s outside financing legal counsel, sent to Davis Polk a copy of certain draft commitment papers relating to the Debt Financing, which contained certain conditions to the obligations of the lenders to fund the Debt Financing at the closing of the transactions contemplated by the Merger Agreement.

On December 11, 2024, Shyft’s Board held a meeting in Novi, Michigan to discuss certain matters relating to a potential strategic transaction with Aebi Schmidt, including conditionality issues relating to the draft commitment papers circulated by Advestra earlier that day, certain compensation topics, governance matters, communications and investor relations strategy and cultural considerations. Certain members of Shyft senior management and representatives of Davis Polk, Deutsche Bank and FGS, Shyft’s outside public relations advisor, attended the meeting. Following this discussion, Shyft’s Board directed Shyft management to contact representatives of Aebi Schmidt with certain changes that Shyft would require to be made to the draft commitment papers relating to the Debt Financing circulated earlier that day by Advestra.

Later on December 11, 2024, representatives of W&G sent to Davis Polk a copy of certain draft commitment papers relating to the Debt Financing, which contained certain conditions to the obligations of the lenders to fund the Debt Financing at the closing of the transactions contemplated by the Merger Agreement.

On December 12, 2024, representatives of B&K sent to representatives of Davis Polk and Lenz & Staehelin, which Shyft engaged as outside legal counsel on October 14, 2024, a revised draft form of relationship agreement, providing for, among other things, an additional right to designate one representative to the Combined Company Board for Peter Spuhler and his affiliates when such persons held at least 12.5% of the outstanding shares of Aebi Schmidt Common Stock.

Later on December 12, 2024, Shyft’s Board held a meeting in Novi, Michigan to review and consider the approval of Shyft’s budget for fiscal year 2025. Certain members of the Shyft senior management team attended the meeting. Members of Shyft’s Board discussed various matters with respect to the budget and, following such discussions, Shyft’s Board resolved to approve the budget and directed members of Shyft senior management to share the budget with Aebi Schmidt for purposes of Aebi Schmidt’s diligence of the potential strategic transaction.

On December 13, 2024, Aebi Schmidt’s Board held an extraordinary meeting by videoconference, where all board members were present, to review and consider approving the definitive Merger Agreement and related documents. In addition to the board members, representatives from Aebi Schmidt’s management team and from B&K and Advestra participated. In this meeting the board discussed key legal aspects of the Merger Agreement, including governance of the Combined Company, lockup periods, organizational structure, new financing of the Combined Company and the communication plan. After discussion and consideration, Aebi Schmidt’s Board unanimously approved the terms and execution of the Merger Agreement, and authorized granting powers of attorney to Peter Spuhler, Barend Fruithof and Thomas Schenkirsch to execute the Merger Agreement and other transaction documents. Aebi Schmidt’s Board also unanimously approved Aebi Schmidt entering into a Commitment Letter for a new, $550 million syndicated credit facility, including executing the related Mandate Letters with UBS and ZKB, Agency Fee Letter with UBS and Arrangement and Underwriting Fee Letter with UBS.

Also on December 13, 2024, Shyft’s Board held a meeting in Novi, Michigan to discuss updates with respect to the potential strategic transaction with Aebi Schmidt. Certain members of Shyft senior management and representatives of Davis Polk and Deutsche Bank attended the meeting. Members of Shyft’s management and representatives of Davis Polk and Deutsche Bank delivered an update to Shyft’s Board regarding discussions with Aebi Schmidt regarding the Debt Financing, commitment papers relating to the Debt Financing, and certain proposed terms in the Merger Agreement relating to alternative financing in the event the parties cannot obtain the Debt Financing prior to closing. Following this discussion, Shyft’s Board directed Shyft management and Davis Polk to contact representatives of W&G to deliver Shyft’s feedback on certain Debt Financing provisions in the Merger Agreement.

On December 13, 2024, representatives of Davis Polk sent to W&G a revised draft of the Merger Agreement, which proposed, among other things, (i) a condition relating to the consummation of the Debt Financing in favor of Shyft, (ii) the Burdensome Condition threshold agreed by the parties, and (iii) certain provisions that would enable Shyft to control the acquisition financing process if Aebi Schmidt has not obtained the Debt Financing by a certain date.

Following further correspondence between representatives of Davis Polk and W&G, as well as between Deutsche Bank and Alantra, regarding the Debt Financing and a termination fee payable by Aebi Schmidt, on

December 14, 2024, W&G sent a revised draft of the Merger Agreement to Davis Polk, which draft agreement, among other things (i) included a termination fee payable by Aebi Schmidt equal to 5.25% of Shyft’s equity value in certain circumstances if the Debt Financing was not obtained, and (ii) provided for an extension of the End Date by three months if the required regulatory approvals and clearances had not been obtained within nine months of the date of the Merger Agreement.

On December 14, 2024, Shyft’s Board held a meeting in Novi, Michigan to discuss developments with respect to the potential strategic transaction with Aebi Schmidt. Certain members of Shyft senior management and representatives of Davis Polk and Deutsche Bank attended the meeting. Members of Shyft senior management and representatives of Davis Polk and Deutsche Bank delivered an update to Shyft’s Board regarding the Debt Financing, including certain concerns with the conditionality of the Debt Financing and procedures to obtain alternative financing in the event the parties cannot obtain the Debt Financing prior to closing of the transaction. Representatives of Deutsche Bank and Davis Polk also discussed certain leverage covenants contained in the Debt Financing, certain metric-setting considerations with respect to Shyft’s 2025 bonus plan, and other workstream and timing considerations with respect to entry into the Merger Agreement. Representatives of Davis Polk then reviewed with Shyft’s Board the principal terms of the December 14, 2024 draft Merger Agreement and discussed the principal open negotiation points. An extensive discussion thereafter ensued, including how best to resolve the Shyft Board’s concerns with respect to the draft Merger Agreement circulated by W&G.

Throughout the course of the day on December 15, 2024, representatives of Davis Polk and W&G further exchanged drafts of the Merger Agreement, the Shyft Disclosure Schedules and the Aebi Schmidt Disclosure Schedules and met via telephone and videoconference to negotiate the then-remaining open terms of the Merger Agreement. As part of such exchanges, the parties agreed on a revised proposal from Davis Polk to, among other things, (i) expand the circumstances under which a termination fee would become payable by Aebi Schmidt in connection with a failure to consummate the Debt Financing, and (ii) expand the rights of Shyft to control the process of securing an alternative financing in connection with a failure to secure the Debt Financing by a certain date.

Later on December 15, 2024, Shyft’s Board held a meeting at which members of Shyft’s management, and representatives of Davis Polk and Deutsche Bank were present. Representatives of Davis Polk (i) again reviewed with Shyft’s Board its fiduciary duties, including its fiduciary duties when evaluating the Transactions, (ii) presented a summary of the Merger Agreement, and (iii) discussed the resolution of the material open points from the draft previously reviewed with Shyft’s Board at the December 14, 2024 meeting. Shyft’s Board also discussed, among other matters, financing negotiations between Aebi Schmidt and UBS and procedures to obtain alternative financing in the event the parties cannot obtain the Debt Financing. Representatives of Deutsche Bank then provided an update on Company C’s limited engagement with respect to a potential strategic transaction with Shyft, noting that Deutsche Bank had not received any correspondence or indication of developments from Company C or JPMorgan since December 11, 2024, the failure of Company C to deliver a non-binding proposal with respect to a strategic transaction with Shyft, and the likelihood that Company C could deliver such a non-binding proposal with a valuation proposal as attractive as the terms on which Aebi Schmidt would consummate a strategic transaction. Representatives of Deutsche Bank then reviewed its financial analysis of the Exchange Ratio and potential synergies that may be realized as a result of the Transactions. At the request of Shyft’s Board, representatives of Deutsche Bank rendered to Shyft’s Board an oral opinion, confirmed by delivery of a written opinion dated December 15, 2024, to Shyft’s Board to the effect that, as of that date and based on and subject to the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken as described in such written opinion, the Exchange Ratio was fair, from a financial point of view, to the Shyft shareholders. After further discussion, Shyft’s Board present at the meeting unanimously (a) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, Shyft and its shareholders, (b) duly approved, adopted and declared advisable the Merger Agreement and the Transactions, (c) directed that the approval and adoption of the Merger Agreement be submitted to Shyft’s shareholders, and (d) recommended the adoption of the Merger Agreement and approval of the Transactions by Shyft’s shareholders.

On the morning of December 16, 2024, representatives of Davis Polk and W&G finalized the Merger Agreement, the Shyft Disclosure Schedules and the Aebi Schmidt Disclosure Schedules. Later that morning, the Merger Agreement and the Support Agreement were executed by the parties thereto. That same morning before the stock market opened, Shyft and Aebi Schmidt each released a press release and held a joint investor presentation regarding the parties’ entry into the Merger Agreement and the Transactions.

On December 15, 2024, after carefully considering the various factors described below, the members of Shyft’s Board present at such meeting unanimously adopted resolutions (i) determining that the Merger Agreement and the Transactions, including the Merger, are fair and in the best interests of Shyft and its shareholders; (ii) approving, adopting and declaring advisable the Merger Agreement and the Transactions; (iii) directing that the Merger Agreement be submitted to a vote at a meeting of Shyft’s shareholders; and (iv) recommending approval of the Merger Agreement and Transactions, including the Merger, by Shyft’s shareholders. All directors were present at such board meeting other than Mark Rourke. Shyft’s Board recommends, on behalf of Shyft, that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

In recommending that the shareholders vote in favor of the adoption of the Merger Agreement and the Transactions, Shyft’s Board consulted with Shyft’s management and legal and financial advisors and considered a variety of factors, including the following (which are not necessarily in order of their relative importance), all of which it viewed as generally supporting the Shyft Board’s determinations and recommendation:

Shyft’s Board also assessed Shyft’s prospects for substantially increasing shareholder value as a standalone company, given the risks and uncertainties in Shyft’s businesses, including the following (which are not listed in any relative order of importance):

In deliberations regarding the Merger, Shyft’s Board also weighed the opportunities and advantages described above against a number of uncertainties, risks, and potential negative factors concerning the Merger, including the following (which are not listed in any relative order of importance):

After considering all of the factors set forth above, Shyft’s Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger Agreement and the Transactions, including the Merger, were outweighed by the positive factors and potential benefits associated with the Merger Agreement and the Transactions that supported its determination and recommendation. Accordingly, Shyft’s Board determined that the Merger Agreement, the Merger and the other Transactions, including the Merger, to be consummated by Shyft are fair to, and in the best interests of, Shyft and its shareholders.

The foregoing discussion of the material factors considered by Shyft’s Board in its consideration of the Merger is not intended to be exhaustive but does set forth the principal factors considered by Shyft’s Board. The members of Shyft’s Board evaluated the various factors listed above in light of their knowledge of the businesses, financial condition and prospects of Shyft and also considered the input of Shyft’s management and advice of Shyft’s legal and financial advisors. In view of the wide variety of factors considered by Shyft’s Board in connection with its evaluation of the Merger Agreement, the Transactions and the complexity of these matters, Shyft’s Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determinations and recommendation. Rather, in considering the information and reasons described above, individual members of Shyft’s Board each applied their own personal business judgment and may have given differing weights to differing factors. Shyft’s Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. Shyft’s Board present based its unanimous recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Shyft’s management, and its legal and financial advisors. In addition, individual directors may themselves have given different weight to different factors.

When considering the foregoing recommendation of Shyft’s Board that you vote to approve the Merger Proposal, shareholders should be aware that some of Shyft’s directors and executive officers may have interests in, or may receive benefits from, the Transactions, including the Merger, that are different from, or in addition to, the interests of shareholders more generally, including new employment agreements and compensation arrangements for certain executive officers (please see the section of this proxy statement/prospectus entitled “The Merger—Interests of Shyft’s Directors and Executive Officers in the Merger”). Shyft’s Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, (i) in reaching the determination that the

Merger Agreement, the Merger and the other Transactions to be consummated by Shyft are fair to, and in the best interests of, Shyft and its shareholders; (ii) in reaching its decision to duly authorize and approve the execution, delivery and performance by Shyft of the Merger Agreement and the consummation by Shyft of the Transactions to be consummated by Shyft, including the Merger; (iii) in making its recommendation that, subject to certain circumstances set forth in the Merger Agreement, the shareholders vote in favor of the adoption of the Merger Agreement; and (iv) in directing that the adoption of the Merger Agreement be submitted to a vote of the shareholders. For more information, please see the section of this proxy statement/prospectus entitled “The Merger—Interests of Shyft’s Executive Officers and Non-Employee Directors in the Merger.”

The factors, potential risks and uncertainties contained in this explanation of Shyft’s reasons for the Merger and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in conjunction with the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

At the December 15, 2024 meeting of Shyft’s Board, Deutsche Bank delivered its oral opinion to Shyft’s Board, subsequently confirmed in writing as of December 15, 2024, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank’s opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to the holders of outstanding shares of Shyft Common Stock, which Deutsche Bank assumed, with the knowledge and permission of Shyft’s Board, will result in (i) the holders of shares of Shyft Common Stock as of immediately prior to the Effective Time collectively owning approximately 48% of the issued and outstanding shares of the common stock of the Combined Company on a pro forma basis, and (ii) the holders of shares of Aebi Schmidt Common Stock as of immediately prior to the Effective Time collectively owning approximately 52% of the issued and outstanding shares of the common stock of the Combined Company on a pro forma basis.

The full text of Deutsche Bank’s written opinion, dated as of December 15, 2024, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Deutsche Bank in connection with the opinion, is included in this proxy statement/prospectus as Annex B and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was addressed to, and for the use and benefit of, Shyft’s Board in connection with and for purposes of its evaluation of the Merger. Deutsche Bank’s opinion does not constitute a recommendation as to how any holder of Shyft Common Stock or any other securities should vote or act with respect to the Transactions or any other matter. Deutsche Bank’s opinion was limited to the fairness, from a financial point of view, of the Exchange Ratio set forth in the Merger Agreement as of the date of the opinion and does not address any other terms of the Transactions, the Merger Agreement or any other agreement to be entered into in connection with the Transactions. Deutsche Bank was not asked to, and Deutsche Bank’s opinion did not, address the fairness of the Transactions, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of Shyft nor did it address the fairness of the contemplated benefits of the Transactions. Deutsche Bank expressed no opinion as to the merits of the underlying business decision of Shyft to engage in the Transactions or the relative merits thereof as compared to any alternative transactions or business strategies. Also, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees of any party to the Transactions, or any class of such persons, in connection with the Transactions, whether relative to the Exchange Ratio or otherwise.

In connection with Deutsche Bank’s role as financial advisor to Shyft, and in arriving at its opinion, Deutsche Bank:

Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to Deutsche Bank, concerning Shyft or Aebi Schmidt, including, without limitation, any financial information considered in connection with the rendering of Deutsche Bank’s opinion. Accordingly, for purposes of Deutsche Bank’s opinion, Deutsche Bank, with the knowledge and permission of Shyft’s Board, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare, obtain or review any independent evaluation or appraisal of any of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities), of Shyft or Aebi Schmidt or any of their respective subsidiaries, nor did Deutsche Bank evaluate the solvency or fair value of Shyft or Aebi Schmidt (or the impact of the Transactions thereon) under any law relating to bankruptcy, insolvency or similar matters. With respect to the financial forecasts (including the Synergies) made available to Deutsche Bank and used in Deutsche Bank’s analyses, Deutsche Bank assumed, with the knowledge and permission of Shyft’s Board, that (i) such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Shyft or Aebi Schmidt, as applicable, as to the matters covered thereby and (ii) the Synergies will be realized in the amounts and in the time periods projected by management of Shyft and Aebi Schmidt, respectively. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they are based. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect, and the information made available to Deutsche Bank, as of December 15, 2024. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Deutsche Bank’s opinion of which Deutsche Bank becomes aware after December 15, 2024.

For purposes of rendering its opinion, Deutsche Bank assumed, with the knowledge and permission of Shyft’s Board, that, in all respects material to Deutsche Bank’s analysis, the Transactions (including the Aebi Schmidt share split and ordinary capital increase) will be consummated in accordance with the terms of the Merger Agreement, without any waiver, modification or amendment of any term, condition or agreement that would be material to Deutsche Bank’s analysis. Deutsche Bank also assumed, with the knowledge and permission of Shyft’s Board, that all material governmental, regulatory, or other approvals and consents required in connection with the consummation of the Transactions will be obtained and that, in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions will be imposed that would be material to Deutsche Bank’s analysis. Deutsche Bank is not a legal, regulatory, tax or accounting expert and relied on the assessments made by Shyft and its other advisors with respect to such issues. Deutsche Bank also assumed that the Transactions would qualify for the Intended U.S. Tax Treatment (as defined below), and Deutsche Bank expressed no opinion with respect to any special circumstances applicable to any “five-percent transferee shareholder” relating thereto. Representatives of Shyft informed Deutsche Bank, and Deutsche Bank further assumed with the knowledge and permission of Shyft’s Board, that the final terms of the Merger Agreement would not differ from the terms set forth in the draft Deutsche Bank had reviewed.

Deutsche Bank’s opinion was approved and authorized for issuance by Deutsche Bank’s fairness opinion review committee and was addressed to, and is for the use and benefit of, Shyft’s Board (in its capacity as such) in connection

with and for the purpose of its evaluation of the Transactions. Deutsche Bank’s opinion was limited to the fairness of the Exchange Ratio set forth in the Merger Agreement from a financial point of view, to the holders of outstanding shares of Shyft Common Stock as of December 15, 2024.

Shyft engaged Deutsche Bank as its financial advisor in connection with the Transactions based on Deutsche Bank’s qualifications, expertise, reputation and experience in mergers and acquisitions. Pursuant to an engagement letter, dated as of October 30, 2024, by and between Shyft and Deutsche Bank, Shyft has agreed to pay Deutsche Bank aggregate fees, a substantial portion of which is to be determined based on the aggregate consideration to be received by Shyft shareholders and is contingent upon consummation of the Transactions. As part of these aggregate fees, Shyft paid Deutsche Bank $1.5 million upon the delivery of Deutsche Bank’s opinion (or such fees would have been paid pursuant to such engagement letter if Deutsche Bank had advised Shyft that it was unable to render its opinion). Shyft has also agreed to reimburse Deutsche Bank for reasonable and documented fees, expenses and disbursements of Deutsche Bank’s counsel and all of Deutsche Bank’s reasonable and documented travel and other out-of-pocket expenses incurred in connection with the Transactions or otherwise arising out of the retention of Deutsche Bank under the engagement letter. Shyft has also agreed to indemnify Deutsche Bank and certain related persons to the fullest extent lawful against certain liabilities arising out of its engagement or the Transactions.

Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG, which, together with its affiliates, is referred to as the “DB Group.” The DB Group did not receive any fees from Shyft in the two years prior to the date of Deutsche Bank’s opinion. One or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) or other financial services to Aebi Schmidt or its affiliates for which they have received, and in the future may receive, compensation, including Corporate Banking relationship with Aebi Schmidt in Europe for €5 million guarantee facilities and €1 million factoring facilities. The aggregate amount of all fees received by DB Group from Aebi Schmidt in the two years prior to the date of Deutsche Bank’s opinion was less than €5 million. The DB Group may also provide investment and commercial banking services to Aebi Schmidt, Shyft, and their respective affiliates in the future, for which the DB Group would expect to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Aebi Schmidt, Shyft, and their respective affiliates for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations. As of December 15, 2024, the date of Deutsche Bank’s opinion, the DB Group did not hold any proprietary interest in the equity securities of, or, except as described above, have any loan exposure to, either Shyft or Aebi Schmidt.

The following is a summary of the material financial analyses contained in the presentation that was made by Deutsche Bank to Shyft’s Board on December 15, 2024 and that were used in connection with rendering Deutsche Bank’s opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described below represent the relative importance or weight given to the analyses by Deutsche Bank or Shyft. Some of the summaries of the financial analyses include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analysis of Deutsche Bank. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 13, 2024 and is not necessarily indicative of current market conditions.

In performing the financial analyses summarized below, Deutsche Bank used and relied upon the below forecasts:

For more information regarding the Shyft Management (Excl. Blue Arc) Case, the Shyft Management (Incl. Blue Arc) Case, the Aebi Schmidt Management Case and the projected Synergies, see the section of this proxy statement/prospectus entitled “The Merger—Certain Unaudited Prospective Financial Information Utilized by Shyft’s Board and Financial Advisor.”

Deutsche Bank reviewed and compared the ratio of total enterprise value (“TEV”) (as of December 13, 2024) to estimated earnings before interest, taxes, deprecation and amortization for the calendar years 2025 (“2025E EBITDA”) and 2026 (“2026E EBITDA”) for seven publicly-traded companies in the Fleet, Vehicle and Services sector and four publicly-traded companies in the Specialty Vehicle and Motorhome sector listed in the table below (collectively, the “Selected Companies”) and Shyft based on publicly available information and the Shyft Management (Incl. Blue Arc) Case. Deutsche Bank selected the Selected Companies based on the professional judgment and experience of its investment bankers, taking into account, among other factors, the sizes of Shyft, Aebi Schmidt and the Selected Companies, the competitive landscape in which Shyft, Aebi Schmidt and the Selected Companies operate, and the product offerings of Shyft, Aebi Schmidt and the Selected Companies. Although none of the Selected Companies is directly comparable to Shyft or Aebi Schmidt, the Selected Companies were chosen because they are publicly-traded companies with operations or business that, for purposes of analysis, may be considered similar or reasonably comparable to those of Shyft or Aebi Schmidt.

The following table presents the results of this analysis:

Based on the analysis of the relevant metrics described above and on professional judgments made by Deutsche Bank, Deutsche Bank selected and applied ranges of multiples of (i) 8.0x – 9.0x to 2025E EBITDA using the Shyft Management (Incl. Blue Arc) Case, (ii) 9.0x – 10.0x to 2025E EBITDA using the Aebi Schmidt Management Case, (iii) 7.0x – 8.0x to 2026E EBITDA using the Shyft Management (Excl. Blue Arc) Case, (iv) 7.0x – 8.0x to 2026E EBITDA using the Shyft Management (Incl. Blue Arc) Case and (v) 8.0x – 9.0x to 2026E EBITDA using the Aebi Schmidt Management Case to derive ranges of implied total enterprise value of Shyft and Aebi Schmidt. For purposes of this analysis, Deutsche Bank deducted net indebtedness as of September 30, 2024 of approximately $89 million for Shyft and approximately $394 million for Aebi Schmidt (net of cash to be paid by Aebi Schmidt for its acquisition of Ladog-Fahrzeugbau und Vertriebs-GmbH (“Ladog”)), as provided by management of Shyft and Aebi Schmidt, respectively, to derive ranges of implied aggregate equity value for Shyft and Aebi Schmidt and, taking into account approximately 35.34 million shares of Shyft Common Stock on a fully diluted basis, as provided by Shyft management using the treasury stock method, ranges of implied value per share of Shyft Common Stock as set forth in the following table:

Based upon the implied aggregate equity values of Shyft and Aebi Schmidt derived from this analysis, Deutsche Bank calculated ranges of implied pro forma equity ownership of Shyft shareholders in the Combined Company. For purposes of this calculation, Deutsche Bank assumed that the implied equity value of the Combined Company was the sum of the implied equity values of Shyft and Aebi Schmidt. Deutsche Bank calculated the low end of the Shyft implied pro forma equity ownership range assuming the lowest implied equity value for Shyft and the highest implied equity value for Aebi Schmidt, and then calculated the high end of the Shyft implied equity ownership range assuming the highest implied equity value for Shyft and the lowest implied equity value for Aebi Schmidt. Deutsche Bank did not observe any material difference in the range of implied ownership between 2025E EBITDA (including Blue Arc for Shyft) and 2025E EBITDA (excluding Blue Arc for Shyft). The following table presents the results of this analysis as compared to Shyft’s pro forma ownership at the Exchange Ratio set forth in the Merger Agreement of approximately 48%:

Deutsche Bank performed a discounted cash flow (“DCF”) analysis for Shyft using both the Shyft Management (Incl. Blue Arc) Case and the Shyft Management (Excl. Blue Arc) Case. Deutsche Bank calculated the DCF values as the sum of the net present values of (i) the estimated future unlevered after-tax cash flows that Shyft will generate for the period 2024 through 2028 in each case plus (ii) the terminal value of Shyft at the end of such period in each case. The terminal values for Shyft were calculated based on projected EBITDA for 2028 and a range of multiples of 6.5x to 7.5x in the case of the Shyft Management (excl. Blue Arc) Case and 7.0x to 8.0x in the case of the Shyft Management (incl. Blue Arc) Case. Deutsche Bank selected such multiples based on its review of the trading characteristics of the common stock of the Selected Companies. Deutsche Bank used discount rates ranging from 13.0% to 14.0% in both cases to derive ranges of implied total enterprise value for Shyft of approximately $625 million to $720 million excluding Blue Arc and approximately $800 million to $920 million including Blue Arc. Assuming net indebtedness of approximately $89 million for Shyft as of September 30, 2024, as provided by Shyft management, Deutsche Bank derived ranges of implied aggregate equity value of Shyft of approximately $535 million to $630 million excluding Blue Arc and approximately $710 million to $830 million including Blue Arc.

The foregoing discount rates were derived using a weighted average cost of capital analysis based on certain financial metrics, including betas, for Shyft and the Selected Companies. Taking into account approximately 35.34 million shares of Shyft Common Stock on a fully diluted basis as provided by Shyft management using the treasury stock method, Deutsche Bank calculated that these ranges of implied aggregate enterprise value resulted in ranges of implied value per share of Shyft Common Stock of approximately $15.15 to $17.90 per share excluding Blue Arc and approximately $20.05 to $23.50 per share including Blue Arc.

Deutsche Bank also performed a DCF analysis for the Aebi Schmidt Management Case. Deutsche Bank calculated the DCF values as the sum of the net present values of (i) the estimated future unlevered after-tax cash flows that Aebi Schmidt will generate for the period 2024 through 2028 plus (ii) the terminal value of Aebi Schmidt at the end of such period. The terminal values for Aebi Schmidt were calculated based on projected EBITDA for 2028 and a range of multiples of 7.5x to 8.5x. Deutsche Bank selected such multiples based on its review of the trading characteristics of the common stock of the Selected Companies. Deutsche Bank used discount rates ranging from 11.5% to 12.5% to derive a range of implied total enterprise value for Aebi Schmidt of approximately $1,015 million to $1,145 million. Assuming net indebtedness of approximately $394 million for Aebi Schmidt as of September 30, 2024, as provided by Aebi Schmidt management (net of cash to be paid by Aebi Schmidt for its acquisition of Ladog), Deutsche Bank derived ranges of implied aggregate equity value of Aebi Schmidt of approximately $620 million to $750 million. The foregoing discount rates were derived using a weighted average cost of capital analysis based on certain financial metrics, including betas, for Aebi Schmidt and the Selected Companies.

Based upon the implied aggregate equity values of Shyft and Aebi Schmidt derived from this analysis, Deutsche Bank calculated ranges of implied pro forma equity ownership of Shyft shareholders in the Combined Company. For purposes of this calculation, Deutsche Bank assumed that the implied equity value of the Combined Company was the sum of the implied equity values of Shyft and Aebi Schmidt. Deutsche Bank calculated the low end of the Shyft implied pro forma equity ownership range assuming the lowest implied equity value for Shyft and the highest implied equity value for Aebi Schmidt, and then calculated the high end of the Shyft implied equity ownership range assuming the highest implied equity value for Shyft and the lowest implied equity value for Aebi Schmidt. The following table presents the results of this analysis as compared to Shyft’s pro forma ownership at the Exchange Ratio set forth in the Merger Agreement of approximately 48%:

Deutsche Bank performed a has-gets analysis to compare the implied standalone values per share of Shyft Common Stock derived from the comparable companies analysis and the DCF analysis described above to the implied values of Aebi Schmidt Common Stock (on a combined company basis) to be received with respect to each share of Shyft Common Stock in the Merger with and without taking into account the Synergies.

In order to derive implied values of the equity of the combined company to be received by the holders of Shyft Common Stock in the Merger, Deutsche Bank (i) on the low end, added the low end of the implied aggregate equity value for Shyft derived from each applicable analysis to the low end of the implied aggregate equity value for Aebi Schmidt derived from the same analysis and divided the total by an assumed total fully diluted share count of the combined company of approximately 73.6 million shares (assuming that the approximately 35.34 million shares of Shyft Common Stock outstanding on a fully diluted basis as provided by Shyft management represents 48% of the fully diluted share count of the combined company, the “Assumed Fully Diluted Pro Forma Share Count”) and (ii) on the high end, added the high end of the implied aggregate equity value for Shyft derived from each applicable analysis to the high end of the implied aggregate equity value for Aebi Schmidt derived from the same analysis and divided the total by the Assumed Fully Diluted Pro Forma Share Count. For purposes of taking into account the Synergies, Deutsche Bank applied EBITDA multiples of 8.5x to 9.5x to the approximately $25 million in annual run-rate Synergies to derive a range of implied aggregate values of the Synergies of approximately $213 million to $238 million and allocated 48% of these amounts to the low and high end aggregate valuations, respectively, before dividing by the Assumed Fully Diluted Pro Forma Share Count. The following table presents the results of this analysis:

Deutsche Bank observed additional factors that were not considered part of Deutsche Bank’s financial analysis with respect to its opinion, but which were noted as reference data for Shyft’s Board, including the following:

Historical Trading Analysis. Deutsche Bank reviewed historical trading prices of Shyft Common Stock for the 52-week period ending December 13, 2024, noting that the trading range over the 52-week period was between $10.04 and $16.77. Deutsche Bank also noted that over the 90-day and 30-day periods ending December 13, 2024, shares of Shyft Common Stock traded at volume weighted average prices of $13.05 and $13.70, respectively.

The preparation of a fairness opinion is a complex analytical process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. Deutsche Bank believes that its analyses must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. In arriving at its fairness determination, Deutsche Bank did not assign specific weights to any particular analyses.

In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to Shyft’s Board as to the fairness, from a financial point of view, of the Exchange Ratio set forth in the Merger Agreement, to the holders of Shyft Common Stock.

No company or transaction used in the analyses described above for purposes of comparison is directly comparable to Shyft, Aebi Schmidt, the Combined Company, or the Transactions. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. As described above, in connection with Deutsche Bank’s analyses, Deutsche Bank made, and was provided by the management of Shyft with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Deutsche Bank, Shyft, Aebi Schmidt or the Combined Company. Analyses based upon estimates or

forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. The analyses described above are based upon numerous factors or events beyond the control of Shyft, Aebi Schmidt, the Combined Company or their respective advisors and, therefore, are inherently subject to uncertainty. Accordingly, Deutsche Bank does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

The terms of the Transactions, including the Exchange Ratio set forth in the Merger Agreement, were determined through arm’s-length negotiations between Shyft and Aebi Schmidt and were approved by Shyft’s Board. Although Deutsche Bank provided advice to Shyft’s Board during the course of these negotiations, the decision to enter into the Transactions was solely that of Shyft’s Board. Deutsche Bank did not recommend that any specific amount or type of consideration constituted the only appropriate consideration for the Transactions. As described above under the section of this proxy statement/prospectus entitled “The Merger—Recommendation of the Shyft Board; Reasons for the Merger,” the opinion and presentation of Deutsche Bank to Shyft’s Board was only one of a number of factors taken into consideration by Shyft’s Board in making its determination to approve the Merger Agreement and the transactions contemplated by it, including the Transactions.

Shyft does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future performance, earnings or other results given, among other reasons, the uncertainty of the underlying assumptions and estimates. In connection with the Shyft Board’s consideration of the Transactions, Shyft’s management prepared or approved certain financial projections regarding Shyft’s future performance for the full calendar years ending December 31 of 2024 through 2028 on a standalone basis without giving effect to the Transactions (such projections, the “Shyft Management Projections”), and provided the Shyft Management Projections to Shyft’s Board and to Shyft’s financial advisors for their use and reliance in connection with their respective financial analyses and opinions. For additional information, please see the section of this proxy statement/prospectus entitled “The Merger—Opinion of Shyft’s Financial Advisor.”

The Shyft Management Projections included in this document have been prepared by, and are the responsibility of, Shyft’s management. Neither Deloitte & Touche LLP nor PricewaterhouseCoopers AG has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Shyft Management Projections and, accordingly, neither Deloitte & Touche LLP nor PricewaterhouseCoopers AG expresses an opinion or any other form of assurance with respect thereto. The Deloitte & Touche LLP report incorporated by reference in this document and the PricewaterhouseCoopers AG report included in this document relate, respectively, to the Shyft and Aebi Schmidt previously issued financial statements. They do not extend to the Shyft Management Projections and should not be read to do so.

The Shyft Management Projections were prepared by management of Shyft based on assumptions that management believed were reasonable and that, at the time, reflected management’s best available estimates of the future financial performance of Shyft. The inclusion of the Shyft Management Projections should not be regarded as an indication that any of Shyft, Shyft’s Board, Aebi Schmidt, their respective financial advisors or any other recipient of this information considered, or now considers, the Shyft Management Projections to be necessarily predictive of actual future results, and the Shyft Management Projections should not be relied upon as such. Some or all of the assumptions that have been made in connection with the preparation of the Shyft Management Projections may have changed since the date the Shyft Management Projections were prepared.

The Shyft Management Projections are included in this proxy statement/prospectus solely because the Shyft Management Projections were made available to Shyft’s Board and Shyft’s financial advisors and are not intended to influence a shareholder’s decision as to whether to vote for or against the Merger Proposal.

The Shyft Management Projections were based on numerous variables, qualitative estimates and assumptions, including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors. Such estimates and assumptions are inherently uncertain and may be beyond the control of Shyft. The Shyft Management Projections were not prepared with a view to public disclosure or with a view to complying with the published guidelines of the SEC regarding projections and forecasts (including as to “financial outlook” or “future-oriented financial information”) or accounting rules, standards, and procedures for preparation and presentation of projections and forecasts, but, in the view of Shyft’s management, were prepared on a reasonable basis. The Shyft Management Projections reflect Shyft’s best available estimates and judgments regarding Shyft’s

expected future financial performance at the time they were prepared. The projected financial information included in the Shyft Management Projections constitute forward-looking statements.

A number of factors may affect actual results and operations of Shyft and cause these financial forecasts to not be achieved, including, but not limited to, Shyft’s ability to (i) operate in a competitive market, (ii) respond successfully to industry trends relating to its products, (iii) successfully market its products. For additional factors that may impact the actual results and operations of Shyft, please see the section of this proxy statement/prospectus entitled “Risk Factors” and the risk factors relating to Shyft contained in the documents that are incorporated by reference into this proxy statement/prospectus, including Shyft’s 2024 Form 10-K. You are encouraged to review the risks and uncertainties described in these documents in detail. The Shyft Management Projections may not be realized and the actual results may be significantly higher or lower than estimated. Since the Shyft Management Projections cover multiple years, that information by its nature becomes less predictive with each successive year. In addition, the Shyft Management Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

In connection with due diligence and evaluation of a potential transaction, Shyft provided Deutsche Bank with certain projected financial information relating to, among other metrics, Shyft’s: (i) Revenue; (ii) Adjusted EBITDA; (iii) EBITDA; (iv) EBIT; (v) CapEx; and (vi) Free Cash Flow. This projected financial information is summarized in the table below and does not take into account any circumstances or events occurring after the date it was provided.

The following material assumptions were made in preparing the projected financial information included in the Shyft Management Projections:

Shyft believes that the material assumptions described above were reasonable at the time the Shyft Management Projections were prepared. The assumptions that Shyft’s management made in preparing the foregoing projected financial information may not reflect actual future conditions. The estimates and assumptions underlying the projected financial information involve judgments with respect to, among other things, risks and uncertainties relating to Shyft’s business, industry performance, competitive environment, changes in consumer trends, and general business and economic conditions. Various assumptions underlying the foregoing projected financial information may prove to not have been, or may no longer be, accurate. The projections are also subject to significant uncertainty given the passage of time since they were first formulated. Therefore, Shyft’s management does not believe that the projected financial information included herein should be relied upon as a current forecast of the near-term results that Shyft may achieve. Except as may be required in order to comply with applicable securities laws, none of Shyft or any of its representatives intend to update, or otherwise revise, the above projected financial information, or the specific portions presented, to reflect circumstances existing after the date when they were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error or change. In addition, the above projected financial information does not reflect the impact of the Transactions, nor does it take into account the effect of any failure of the Transactions to occur.

This section of the proxy statement/prospectus presents Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), EBIT (earnings before interest and taxes), and Free Cash Flow (calculated as EBITDA less capex), which are non-GAAP financial measure. Shyft defines Adjusted EBITDA as income (loss) from continuing operations before interest, income taxes, depreciation and amortization, as adjusted to eliminate the impact of restructuring charges, transaction related expenses and adjustments, non-cash stock-based compensation expenses, and other gains and losses not reflective of our ongoing operations. This non-GAAP measure is calculated by excluding items that Shyft’s management believes to be infrequent or not indicative of our underlying operating performance, as well as certain non-cash expenses.

Shyft presents the non-GAAP measure Adjusted EBITDA because Shyft considers it to be an important supplemental measure of Shyft’s performance. The presentation of Adjusted EBITDA enables investors to better understand Shyft’s operations by removing items that Shyft’s management believes are not representative of Shyft’s continuing operations and may distort Shyft’s longer-term operating trends. Shyft believes this measure to be useful to improve the comparability of Shyft’s results from period to period and with Shyft’s competitors, as well as to show ongoing results from operations distinct from items that are infrequent or not indicative of Shyft’s continuing operating performance. Shyft’s management believes that presenting this non-GAAP measure is useful to investors because it permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate Shyft’s historical performance. Shyft’s management believes that the presentation of this non-GAAP measure, when considered together with the corresponding GAAP financial measures and the reconciliations to that measure, provides investors with additional understanding of the factors and trends affecting Shyft’s business than could be obtained in the absence of this disclosure.

Shyft’s management uses Adjusted EBITDA to evaluate the performance of and allocate resources to our segments. Adjusted EBITDA is also used, along with other financial and non-financial measures, for purposes of determining annual incentive compensation for our management team.

Aebi Schmidt does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future performance, earnings or other results given, among other reasons, the uncertainty of the underlying assumptions and estimates. In connection with Aebi Schmidt’s Board’s consideration of the Transactions, Aebi Schmidt’s management prepared or approved certain financial projections regarding Aebi Schmidt’s future performance for the full years ending December 31 of 2024 through 2028 on a standalone basis, without giving effect to the Transactions (such projections, “Aebi Schmidt Management Projections”) and provided the Aebi Schmidt Management Projections to Shyft for Shyft’s financial advisor’s use and reliance in connection with their respective

financial analyses and opinions. See the section in this proxy statement/prospectus entitled “The Merger—Opinion of Shyft’s Financial Advisor.” The Aebi Schmidt Management Projections was prepared by the management of Aebi Schmidt in October 2024 based on assumptions that management believed were reasonable and that, at the time, reflected Aebi Schmidt’s management’s best available estimates of the future financial performance of Aebi Schmidt.

The Aebi Schmidt Management Projections included in this document have been prepared by, and are the responsibility of, Aebi Schmidt’s management. Neither PricewaterhouseCoopers AG nor Deloitte & Touche LLP has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Aebi Schmidt Management Projections and, accordingly, neither PricewaterhouseCoopers AG nor Deloitte & Touche LLP expresses an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers AG report included in this document and the Deloitte & Touche LLP report incorporated by reference in this document relate, respectively, to the Aebi Schmidt and Shyft previously issued financial statements. They do not extend to the Aebi Schmidt Management Projections and should not be read to do so.

The inclusion of information relating to the Aebi Schmidt Management Projections should not be regarded as an indication that any of Aebi Schmidt, Shyft, the financial advisors or any other recipient of this information considered, or now considers, the Aebi Schmidt Management Projections to be necessarily predictive of actual future results, and the Aebi Schmidt Management Projections should not be relied upon as such. Neither Aebi Schmidt’s independent registered public accounting firm, nor any other independent accountants, have audited, compiled, examined, or performed any procedures with respect to the Aebi Schmidt Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Aebi Schmidt Management Projections. The information relating to the Aebi Schmidt Management Projections is included in this proxy statement/prospectus not to influence a shareholder’s decision as to whether to vote for or against the Merger Proposal, but because the projected financial information was made available to Shyft’s Board and to Shyft’s financial advisor.

The projected financial information included in the Aebi Schmidt Management Projections was based on numerous variables, qualitative estimates and assumptions, including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors. Such estimates and assumptions are inherently uncertain and may be beyond the control of Aebi Schmidt. The projected financial information was not prepared with a view to public disclosure or with a view to complying with the published guidelines of the SEC regarding projections and forecasts (including as to “financial outlook” or “future-oriented financial information”) or accounting rules, standards and procedures for preparation and presentation of projections and forecasts, but, in the view of Aebi Schmidt’s management, were prepared on a reasonable basis, and reflect Aebi Schmidt’s best available estimates and judgments regarding Aebi Schmidt’s expected future financial performance at the time they were prepared. The projected financial information included in the Aebi Schmidt Management Projections constitutes forward-looking statements. A number of factors that may affect actual results and cause these financial forecasts to not be achieved, including, but are not limited to, Aebi Schmidt’s ability to operate in a competitive market, its ability to respond successfully to consumer trends relating to its products, its ability to successfully market its products and other factors described in the section of this proxy statement/prospectus entitled “Risk Factors.” You are to review the risks and uncertainties described under these captions in this proxy statement/prospectus. The Aebi Schmidt Management Projections may not be realized and the actual results may be significantly higher or lower than estimated. Since the Aebi Schmidt Management Projections cover multiple years, that information by its nature becomes less predictive with each successive year. In addition, the Aebi Schmidt Management Projections are subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

In connection with due diligence and evaluation of a potential transaction, Aebi Schmidt provided Shyft with certain projected financial information relating to, among other metrics, Aebi Schmidt’s (i) Revenue; (ii) EBITDA; (iii) EBIT; (iv) CapEX; and (v) Free Cash Flow. This projected financial information is summarized in the table below and does not take into account any circumstances or events occurring after the date it was provided.