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Table of Contents
As filed with the Securities and Exchange Commission on February 7, 2022
No. 333-[
]
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
AEA-Bridges Impact Corp.
(Exact name of registrant as specified in its charter)
 
 
 
Cayman Islands*
 
001-39584
 
98-1550961
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
PO Box 1093, Boundary Hall,
Cricket Square,
Grand Cayman
Cayman Islands KY1-1102
Tel: +1 (345) 814-5825
(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)
 
 
LW EV Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
3751
 
87-4730333
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
 
 
251 Little Falls Drive
Wilmington, DE 19808
Tel: +1 (345) 814-5825
(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)
 
 
Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Tel: (302)-338-9130
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
 
 
Copies to:
 
Christian O. Nagler, Esq.
Wayne Williams, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Tel.: 212-466-4800
 
Ryan J. Maierson, Esq.
Jason Morelli, Esq.
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Tel.: 713-546-5400
 
 
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement and Plan of Merger described in the included proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

Table of Contents
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in
Rule 12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated filer      Smaller reporting company  
       
         Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
If applicable, place an X in the box to designate the appropriate rule provisi
o
n relied upon in conducting this transaction:
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

Table of Contents
The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
 
PRELIMINARY – SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2022
PROXY STATEMENT FOR
AN EXTRAORDINARY GENERAL MEETING OF
THE SHAREHOLDERS OF
AEA-BRIDGES IMPACT CORP.
PROSPECTUS FOR
80,500,000 SHARES OF COMMON STOCK AND 30,500,000 WARRANTS OF
AEA-BRIDGES IMPACT CORP. (AFTER ITS DOMESTICATION AS A
CORPORATION INCORPORATED IN THE STATE OF DELAWARE)
PROSPECTUS FOR
254,000,000 SHARES OF COMMON STOCK AND 30,500,000 WARRANTS OF
LW EV HOLDINGS, INC.
(TO BE RENAMED [
])
To the Shareholders of
AEA-Bridges
Impact Corp.:
You are cordially invited to attend the extraordinary general meeting in lieu of the annual general meeting (the “
General Meeting
”) of
AEA-Bridges
Impact Corp., a Cayman Islands exempted company (“
ABIC
”), on [●], 2022 at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned.
As all shareholders will no doubt be aware, due to the current novel coronavirus (“
COVID-19
”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct
in-person
meetings. As part of our precautions regarding
COVID-19,
we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
On December 12, 2021, ABIC, LW EV Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of ABIC (“
HoldCo
”), LW EV Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo (“
Merger Sub
”), Harley-Davidson, Inc., a Wisconsin corporation (“
H-D
”), and LiveWire EV, LLC, a Delaware limited liability company (“
LiveWire
”), entered into a Business Combination Agreement and Plan of Merger (as it may be amended from time to time, the “
Business Combination Agreement
”), pursuant to which, among other things, (a) prior to the Closing, on the Closing Date,
H-D
and LiveWire will consummate the separation of the LiveWire business and the other transactions contemplated by the Separation Agreement, and (b) HoldCo shall acquire from ElectricSoul, LLC (the “
Company Equityholder
”), and the Company Equityholder shall transfer, convey and deliver to HoldCo, all of the membership interests of LiveWire (the “
Company Equity
”) and the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161 million shares of HoldCo Common Stock and the right to receive up to an additional 12.5 million shares of HoldCo Common Stock in the future. Approval of the Business Combination Agreement and the transactions contemplated thereby by ABIC’s shareholders is required by the Business Combination Agreement and ABIC’s amended and restated memorandum and articles of association. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as
Annex
A
and ABIC encourages its shareholders to read it in its entirety. See the section entitled “
Shareholder Proposal 1: The
Business Combination Proposal
.” In connection with the Business Combination, HoldCo will change its name to “[●].”
At the General Meeting, ABIC shareholders will be asked to consider and approve the Business Combination Agreement and the consummation of the transactions contemplated thereby (the “
Business Combination
”), and approve the other proposals described in the accompanying proxy statement/prospectus. The board of directors of ABIC (the “
ABIC Board
”) has unanimously approved the Business Combination Agreement.
Concurrently with the execution of the Business Combination Agreement, ABIC and HoldCo entered into investment agreements with (i) Kwang Yang Motor Co., Ltd., (ii) KYMCO Capital Fund I Co., Ltd., (iii) SunBright Investment Co., Ltd., (iv) CycleLoop Co., Ltd. and (v) Kwang Yang Holdings Limited (collectively, the “
KYMCO Group
”) and the Company Equityholder, for the KYMCO PIPE Investment and the Company Equityholder Pipe Investment, respectfully (as defined below).

Table of Contents
As described in the accompanying proxy statement/prospectus,
AEA-Bridges
Impact Sponsor, LLC (the “
Sponsor
”), ABIC, HoldCo, John Garcia, John Replogle and George Serafeim entered into the Investor Support Agreement with the Sponsor pursuant to which the Sponsor has agreed to vote in favor of the Business Combination Proposal and any other proposal relating to the transaction. In addition, the Sponsor agreed to waive its redemption rights with respect to all of the Founder Shares (as defined below) in connection with the closing of the Business Combination.
See “Risk Factors” beginning on page 44 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in HoldCo’s securities.
Information about the General Meeting, the Business Combination, the Merger and other related business to be considered by the ABIC shareholders at the General Meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the General Meeting, all
ABIC
shareholders are urged to carefully read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of
ABIC
and LiveWire carefully and in their entirety. In particular, you are urged to read carefully the section
 entitled
beginning on page
44 of the accompanying proxy statement/prospectus.
After careful consideration, the ABIC Board has approved the Business Combination Agreement and the Business Combination, and recommends that ABIC shareholders vote “FOR” the Business Combination Proposal and “FOR” all other proposals presented to ABIC shareholders in the accompanying proxy statement/prospectus. When you consider the ABIC Board’s recommendation of these proposals, you should keep in mind that certain ABIC directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled
Shareholder Proposal 1
: The
Business Combination Proposal
—Interests of Certain Persons in the Business Combination
in the accompanying proxy statement/prospectus for additional information.
The approval of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of a majority of the holders of ABIC Shares, who being present and entitled to vote at the General Meeting, vote at the General Meeting. The Domestication Proposal and the Charter Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of at least
two-thirds
of the outstanding Class A Ordinary Shares, who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Abstentions and broker
non-votes
will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Shareholder Proposals.
Your vote is very important
. Whether or not you plan to attend the General Meeting, please vote as soon as possible following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Required Shareholder Proposals are approved at the General Meeting. Each of the Required Shareholder Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. If you are a shareholder of record and you attend the General Meeting and wish to vote in person, you may withdraw your proxy and vote in person (including by voting online if the meeting is conducted virtually).

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TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ABIC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT.
On behalf of the ABIC Board, I would like to thank you for your support of ABIC and look forward to the successful completion of the Business Combination.
 
Sincerely,
/s/ [●]
John Garcia
Co-Chief
Executive Officer and Director
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated [●], 2022, and is expected to be first mailed or otherwise delivered to ABIC shareholders on or about [●], 2022.

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ADDITIONAL INFORMATION
No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by ABIC or LiveWire. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of ABIC or LiveWire since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.
This proxy statement/prospectus incorporates important business and financial information about ABIC from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
AEA-Bridges
Impact Corp.
PO Box 1093, Boundary Hall,
Cricket Square,
Grand Cayman
Cayman Islands
KY1-1102
(345)
814-5825
or
Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford, Connecticut 06902
Individuals, please call toll-free: (800)
662-5200
Banks and brokerage, please call: (203)
658-9400
Email: [●].info@investor.morrowsodali.com
To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the General Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “
Where You Can Find More Information
” beginning on page 303.
 

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NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
AEA-BRIDGES
IMPACT CORP.
TO BE HELD [
], 2022
AEA-BRIDGES IMPACT CORP.
A Cayman Islands Exempted Company
PO Box 1093, Boundary Hall,
Cricket Square,
Grand Cayman
Cayman Islands
KY1-1102
TO THE SHAREHOLDERS OF
AEA-BRIDGES
IMPACT CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “
General Meeting
”) of
AEA-Bridges
Impact Corp., a Cayman Islands exempted company (“
ABIC
”), will be held at 10:00 a.m., Eastern Time, on [●], 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
As all shareholders will no doubt be aware, due to the current novel coronavirus (“
COVID-19
”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct
in-person
meetings. As part of our precautions regarding
COVID-19,
we are planning for the possibility that the meeting may be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material.
You are cordially invited to attend the General Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:
 
1.
The Business Combination Proposal: To consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated as of December 12, 2021 (as it may be amended from time to time), a copy of which is attached to the accompanying proxy statement/prospectus as
Annex
A
, by and among ABIC, LW EV Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of ABIC (“
HoldCo
”), LW EV Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo, Harley-Davidson, Inc., a Wisconsin corporation, and LiveWire EV, LLC, a Delaware limited liability company, and the consummation of the transactions contemplated thereby be authorized, approved and confirmed in all respects (the “
Business Combination
” and such proposal, the “
Business Combination Proposal
”).
 
2.
The Domestication Proposal: To consider and vote upon a proposal by special resolution to approve that ABIC be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being deregistered in the Cayman Islands, ABIC be continued and domesticated as a corporation under the laws of the State of Delaware (the “
Domestication Proposal
”).
 
3.
The Charter Proposal: To consider and vote upon a proposal by special resolution to approve ABIC’s Amended and Restated Memorandum and Articles of Association adopted by special resolution, dated October 1, 2020, be amended and restated by the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws (Domesticated ABIC being a corporation incorporated in the State of Delaware, assuming the Domestication Proposal and the filing with and acceptance by the Secretary of State of Delaware of the Certificate of Corporate Domestication and Domesticated ABIC Certificate of Incorporation in accordance with Section 388 of the DGCL) (the “
Ch
arter Proposal
”).
 
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4.
The Incentive Award Plan Proposal: To consider and vote upon a proposal by ordinary resolution to approve the LW EV Holdings, Inc. 2022 Incentive Award Plan (the “
Incentive Plan
,” a copy of which is attached to this proxy statement/prospectus as
Annex
H
), to be effective upon approval by ABIC’s shareholders (the “
Incentive Plan Proposal
”).
 
5.
The Adjournment Proposal: To consider and vote upon a proposal by ordinary resolution to approve the adjournment of the General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies for the purpose of obtaining approval of the Required Shareholder Proposals, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the proxy statement/prospectus or (iv) if the holders of Public Shares have elected to redeem such shares such that either (a) the shares of HoldCo Common Stock and HoldCo Warrants would not be approved for listing on the NYSE or (b) the Minimum Cash Condition would not be satisfied at Closing (the “
Adjournment Proposal
”).
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Required Shareholder Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully in its entirety before voting.
Only holders of record of ABIC ordinary shares (“
ABIC Shares
”) at the close of business on [●], 2022 are entitled to notice of the General Meeting and to vote and have their votes counted at the General Meeting and any adjournments or postponements of the General Meeting. This proxy statement/prospectus and accompanying proxy card is being provided to ABIC’s shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournment of the General Meeting.
Whether or not you plan to attend the General Meeting, all of
ABIC
s
shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in
Risk Factors
beginning on page
44.
After careful consideration, the ABIC Board has determined that each of the proposals is fair to and in the best interests of ABIC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of these proposals if presented. When you consider the recommendation of the ABIC Board, you should keep in mind that ABIC’s directors and officers may have interests in the Business Combination that conflict with your interests as a shareholder. See the section entitled “
Shareholder Proposal 1
: The Business Combination Proposal
Interests of Certain Persons
in the
Business Combination
.”
Pursuant to the Existing Organizational Documents, a Public Shareholder may request that ABIC redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i)     (a) hold Public Shares, or (b) hold Public Shares through units, you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(ii)    prior to 5:00 p.m., Eastern Time on [●], 2022, (a) submit a written request to Continental Stock Transfer & Trust Company, ABIC’s transfer agent, in which you (i) request that ABIC redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and (b) deliver your Public Shares to Continental Stock Transfer & Trust Company, ABIC’s transfer agent, physically or electronically through the Depository Trust Company (“
DTC
”).
 
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Public Shareholders may seek to have their Public Shares redeemed by ABIC, regardless of whether they vote for or against the Business Combination Proposal or any other Shareholder Proposal and whether they held ABIC Shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds ABIC Shares on or before [●], 2022 (two (2) business days before the General Meeting) will have the right to demand that his, her or its shares be redeemed for a
 pro rata
 share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $400,214,519 on September 30, 2021 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $10.01. A Public Shareholder who has properly tendered his, her or its Public Shares for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.
Public Shareholders who seek to redeem their Public Shares must demand redemption no later than 5:00 p.m., Eastern Time, on [●], 2022 (two (2) business days before the General Meeting) by (a) submitting a written request to the Transfer Agent that ABIC redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for redemption if such holder is acting in concert or as a “group” (as defined in
Section 13 d-3 of
the Exchange Act) with any other shareholder with respect to ABIC Shares and (c) delivering their ABIC Shares, either physically or electronically using DTC’s deposit/withdrawal at custodian system (“
DWAC
”), at the holder’s option, to the Transfer Agent prior to the General Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of ABIC’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by ABIC.
Pursuant to the Investor Support Agreement, the Sponsor, officers and directors of ABIC have waived all of their redemption rights and will not have redemption rights with respect to any ABIC Shares owned by them, directly or indirectly. Holders of the warrants will not have redemption rights with respect to the warrants.
To ensure your representation at the General Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the General Meeting and vote electronically, obtain a proxy from your broker or bank.
Your vote is important regardless of the number of shares you own.
Whether you plan to attend the General Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
 
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Thank you for your participation. We look forward to your continued support.
 
By Order of the Board of Directors
/s/ [●]
John Garcia
Co-Chief
Executive Officer and Director
[●], 2022
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
ALL ABIC PUBLIC SHAREHOLDERS HAVE THE RIGHT TO HAVE THEIR SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING ABIC ORDINARY SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.
TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ABIC’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES EITHER BY DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DTC’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “
GENERAL MEETING OF ABIC SHAREHOLDERS—REDEMPTION RIGHTS
” FOR MORE SPECIFIC INSTRUCTIONS.
 
 
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ANNEX B FORM OF DOMESTICATED ABIC CERTIFICATE OF INCORPORATION
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ANNEX F FORM OF STOCKHOLDERS AGREEMENT
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form
S-4
filed with the U.S. Securities and Exchange Commission, or SEC, by HoldCo (File
No. 333-[●]),
constitutes a prospectus of HoldCo under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to the HoldCo Securities to be issued to ABIC shareholders, if the business combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the general meeting of ABIC shareholders at which ABIC shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination by the approval and adoption of the Business Combination Proposal, among other matters.
 
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FREQUENTLY USED TERMS
In this proxy statement/prospectus:
Definitions
ABIC
” means
AEA-Bridges
Impact Corp., an exempted company incorporated under the laws of the Cayman Islands, prior to the Domestication.
ABIC Board
” means the board of directors of ABIC.
ABIC Initial Shareholders
” means the Sponsor, John Garcia, John Replogle and George Serafeim.
ABIC
Registration and Shareholder Rights Agreement
” means the agreement, dated as of October 1, 2020, made and entered into by and among ABIC, Sponsor, and John Replogle and George Serafeim.
ABIC Securities
” means ABIC Shares, ABIC Warrants and/or ABIC Units.
ABIC Shares
” means, collectively, the Class A Ordinary Shares and the Class B Ordinary Shares.
ABIC Units
” means the units issued at the time of the IPO, with each unit consisting of one Class A Ordinary Share and
one-half
of one Public Warrant, at an offering price per ABIC Unit of $10.00.
ABIC Warrant Agreement
” means the agreement, dated October 1, 2020, between ABIC and the Transfer Agent, which sets forth the expiration and exercise price of and procedure for exercising the ABIC Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the ABIC Warrants; certain registration rights of the holders of ABIC Warrants; a provision for amendments to the ABIC Warrant Agreement; and indemnification of the warrant agent by ABIC under the ABIC Warrant Agreement.
ABIC
Warrants
” means the Public Warrants and the Private Placement Warrants.
Affected Periods
” means (i) audited balance sheet as of October 5, 2020, (ii) audited financial statements as of December 31, 2020 and for the period from July 29, 2020 (“
Inceptio
n
”) through December 31, 2020 included in the 2020 Form
10-K/A
No. 1; (iii) unaudited interim financial statements as of and for the quarterly period ended March 31, 2021 included in the Company’s Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2021, filed with the SEC on June 25, 2021; and (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021.
ASC
” means the Accounting Standards Codification.
Available Cash
” means the sum of (without duplication) (a) the amount of cash available to be released from the Trust Account as of immediately prior to the Closing (net of the SPAC Share Redemption Amount),
plus
(b) the net amount of proceeds actually received or confirmed to be received by HoldCo pursuant to the KYMCO PIPE Investment as of immediately prior to or concurrently with the Closing,
plus
(c) the amount of proceeds required to be funded to HoldCo pursuant to the Company Equityholder PIPE Investment,
plus
(d) the portion of the Backstop investment actually required to be funded to HoldCo, in each case, by Company Equityholder,
minus
(e) the aggregate amount of all Transaction Expenses and SPAC Transaction Expenses.
Backstop
” means the financing committed by the Company Equityholder, up to an aggregate amount of $100,000,000, pursuant to the Business Combination Agreement, whereby, to the extent that any Class A Ordinary Shares are properly redeemed at the General Meeting,
H-D
shall cause the Company Equityholder to
 
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pay and deliver to HoldCo an amount in cash equal to the dollar value of such redemptions in exchange for a number of shares of HoldCo Common Stock with a dollar value equal to such amount (not to exceed $100,000,000) for a purchase price of $10.00 per share of HoldCo Common Stock.
Business Combination
” means the transactions contemplated by the Business Combination Agreement.
Business Combination Agreement
” means the Business Combination Agreement and Plan of Merger, attached to this proxy statement/prospectus as 
Annex A
, entered into as of December 12, 2021 by and among ABIC, LiveWire,
H-D,
HoldCo and Merger Sub, as it may be amended and supplemented from time to time.
Cayman Islands Companies Act
” refers to the Companies Act (As Revised) of the Cayman Islands.
Class
 A Ordinary Shares
” means the Class A ordinary shares of ABIC, par value $0.0001 per share.
Class
 B Ordinary Shares
” means the Class B ordinary shares of ABIC, par value $0.0001 per share.
Closing
” means the closing of the Business Combination.
Closing Date
” means the date on which the closing of the Business Combination occurs.
Code
” means the Internal Revenue Code of 1986, as amended.
Combination Period
” means the 24 months from the closing of the IPO, within which ABIC is required to complete an initial business combination under the Existing Organizational Documents.
Company Equity
” means the membership interests of LiveWire.
Company Equityholder
” means ElectricSoul, LLC, a Delaware limited liability company.
Company Equityholder PIPE Investment
” means the purchase by Company Equityholder of 10,000,000 shares of HoldCo Common Stock for a purchase price of $10.00 per share for an aggregate gross purchase price equal to $100,000,000.
Contract Manufacturing Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as
Annex L
, into which
H-D
and LiveWire will enter in connection with the Separation, pursuant to which
H-D
will provide contract manufacturing and procurement services to LiveWire.
DGCL
” means the Delaware General Corporation Law, as amended.
Domesticated ABIC
” means
AEA-Bridges
Impact Corp., a corporation incorporated under the laws of the State of Delaware, after the Domestication.
Domesticated ABIC Bylaws
” means the bylaws of Domesticated ABIC, as of and following the Domestication, substantially in the form attached hereto as
Annex C
.
Domesticated ABIC Certificate of Incorporation
” means the certificate of incorporation of Domesticated ABIC, as of and following the Domestication, substantially in the form attached hereto as
Annex B
.
 
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Domesticated ABIC Common Stock
” means the Class A common stock of Domesticated ABIC, par value $0.0001 per share.
Domesticated ABIC Organizational Documents
” means the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws.
Domesticated ABIC Warrant
” means a warrant to acquire one share of Domesticated ABIC Common Stock at an exercise price of $11.50 per share of Domesticated ABIC Common Stock on the terms and conditions set forth in the ABIC Warrant Agreement.
Domestication
” means the continuation of ABIC by way of domestication of ABIC into a Delaware corporation, with the ABIC Shares becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Domesticated ABIC Organizational Documents consistent with the DGCL.
DTC
” means the Depository Trust Company.
DWAC
” means The Depository Trust Company’s deposit/withdrawal at custodian system.
Employee Matters Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as
Annex T
, into which
H-D
and LiveWire will enter prior to the consummation of the Business Combination.
Exchange
” means on the Closing Date,
H-D
will contribute to HoldCo all of the Company Equity in exchange for the issuance of shares of HoldCo Common Stock to the Company Equityholder.
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
Existing HoldCo Bylaws
” means HoldCo’s bylaws in effect as of the date of this proxy statement/prospectus.
Existing HoldCo Certificate of Incorporation
” means HoldCo’s certificate of incorporation in effect as of the date of this proxy statement/prospectus.
Existing HoldCo Organizational Documents
” means the Existing HoldCo Certificate of Incorporation and Existing HoldCo Bylaws.
Existing Letter Agreement
” means the agreement among ABIC, Sponsor and certain officers and directors of ABIC, dated as of October 1, 2020.
Existing Organizational Documents
” means ABIC’s Amended and Restated Memorandum and Articles of Association adopted by special resolution, dated October 1, 2020, as may hereafter be amended.
FATCA
” means the Foreign Account Tax Compliance Act.
Founder Shares
” means the 10,000,000 Class B Ordinary Shares issued and outstanding.
GAAP
” means U.S. generally accepted accounting principles.
General Meeting
” means the extraordinary general meeting of ABIC’s shareholders, to be held on [●], 2022 at 10:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date, and at such
 
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other place to which the meeting may be adjourned. Due to the current novel coronavirus (“
COVID-19
”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct
in-person
meetings. As part of our precautions regarding
COVID-19,
we are planning for the meeting to be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of the Existing Organizational Documents.
H-D
” means Harley-Davidson, Inc., a Wisconsin corporation.
HoldCo
” means LW EV Holdings, Inc., a Delaware corporation.
HoldCo Board
” means the board of directors of HoldCo subsequent to the completion of the Business Combination.
HoldCo Common Stock
” means the common stock of HoldCo, par value $[●] per share.
HoldCo Registration Rights Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as 
Annex G
, to be entered into upon the consummation of the Business Combination, among HoldCo, LiveWire, the Sponsor, Company Equityholder, John Garcia, John Replogle and George Serafeim (collectively, the “
Holders
”), pursuant to which the Holders will be entitled to certain piggyback registration rights and customary demand registration rights.
HoldCo Securities
” means shares of HoldCo Common Stock and HoldCo Warrants.
HoldCo Warrant
” means a warrant that represents the right to acquire shares of HoldCo Common Stock on substantially similar terms as those set forth in the ABIC Warrant Agreement.
HSR Act
” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Incentive Plan
” means the LW EV Holdings, Inc. 2022 Incentive Award Plan, substantially in the form attached to this proxy statement/prospectus as 
Annex H
.
Insider Letter Agreement
” means the letter agreement, attached to this proxy statement/prospectus as Annex P, dated October 1, 2020, by and between ABIC, the Sponsor and each of ABIC’s officers, and directors.
Intellectual Property License Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as
Annex Q
, into which
H-D
and LiveWire will enter in connection with the Separation.
Intended Tax Treatment
” means that (a) the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, (b) the Exchange, the PIPE Financing and the Merger, taken together, qualify as a transaction described in Section 351 of the Code, (c) the Merger qualifies as a “reorganization” within the meaning of Section 368(a)(2)(E) or Section 368(a)(1)(B) of the Code and (d) the Business Combination Agreement being adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code and Treasury Regulations Sections
1.368-2(g)
and
1.368-3(a)
with respect to each of the Domestication and the Merger.
Investment Company Act
” means the Investment Company Act of 1940, as amended.
Investment Agreements
” means the investment agreements, substantially in the form attached to this proxy statement/prospectus as
Annex O
, between HoldCo and the KYMCO Group, pursuant to the KYMCO PIPE Investment.
 
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Investor Support Agreement
” means the agreement, dated as of December 12, 2021, by and among the Sponsor, HoldCo, ABIC, John Garcia, John Replogle and George Serafeim.
IPO
” means ABIC’s initial public offering of ABIC Units, Public Shares and Public Warrants pursuant to the IPO registration statement and completed on October 5, 2020.
IPO registration statement
” means the registration statements filed for ABIC’s IPO on
Form S-1 declared
effective by the SEC on October 1, 2020 (SEC File
No. 333-248785).
Joint Development Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as
Annex S
, into which
H-D
and LiveWire will enter in connection with the Separation.
JOBS Act
” means the Jumpstart Our Business Startups Act of 2012, as amended.
KYMCO Group
” means collectively, (i) Kwang Yang Motor Co., Ltd., (ii) KYMCO Capital Fund I Co., Ltd., (iii) SunBright Investment Co., Ltd., (iv) CycleLoop Co., Ltd. and (v) Kwang Yang Holdings Limited.
KYMCO PIPE Investment
” means the purchase by the KYMCO Group of 10,000,000 shares of HoldCo Common Stock for a purchase price of $10.00 per share for an aggregate gross purchase price equal to $100,000,000.
LiveWire
” means (i) LiveWire EV, LLC, a Delaware limited liability company and (ii) LiveWire EV, which, for purposes of the preparation of the financial information of LiveWire and related disclosure contained in this proxy statement/prospectus, is comprised of certain net assets and operating activities related to the historical electric vehicle operations of certain wholly owned indirect subsidiaries of H-D that did not operate as a separate, stand-alone entity and historically was included as part of the motorcycles and related products segment of H-D (for additional information, see LiveWire’s combined financial statements and notes thereto included elsewhere in this proxy statement/prospectus and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations of LiveWire”
).
Lock-up
Shares
” means shares of HoldCo Common Stock and any other equity securities convertible into or exercisable or exchangeable for shares of HoldCo Common Stock (including any Private Placement Warrants) held by the Sponsor, Company Equityholder, Mr. Garcia, Mr. Replogle and Mr. Serafeim immediately following the Closing (other than shares of HoldCo Common Stock and any other equity securities convertible into or exercisable or exchangeable for shares of HoldCo Common Stock acquired pursuant to open market purchases subsequent to the Closing).
Master Services Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as
Annex N
, into which
H-D
and LiveWire will enter in connection with the Business Combination.
Maximum Redemptions
” means the maximum number of Class A Ordinary Shares of ABIC that may be redeemed in connection with the proposed Business Combination, while still satisfying the Minimum Cash Condition.
Merger
” means the merger of Merger Sub with and into ABIC, with ABIC surviving the merger as a wholly owned direct subsidiary of HoldCo.
Merger Effective Time
” means the effective time of the Merger.
Merger Sub
” means LW EV Merger Sub, Inc., a Delaware corporation.
Minimum Cash Condition
” means the closing condition in the Business Combination Agreement that the amount of Available Cash shall be no less than $270,000,000.
Morrow
” means Morrow Sodali LLC, as proxy solicitor.
No Redemptions
” means no Class A Ordinary Shares of ABIC are redeemed in connection with the proposed Business Combination.
 
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NYSE
” means The New York Stock Exchange.
PIPE Financing
” means the Company Equityholder PIPE Investment and the KYMCO PIPE Investment.
PIPE Investors
” means the KYMCO Group and Company Equityholder.
PFIC
” means passive foreign investment company under the Code.
Private Placement
” means the private placement by ABIC of 10,500,000 Private Placement Warrants to the Sponsor simultaneously with the closing of the IPO.
Private Placement Warrants
” means the warrants exercisable for one Class A Ordinary Share at a price of $11.50 per share sold to the Sponsor simultaneously with the closing of the IPO in a private placement at a price of $1.00 per warrant.
Proposed HoldCo Bylaws
” means the bylaws of HoldCo, as of and following the Merger and to remain in effect following the Closing, substantially in the form attached hereto as
Annex E
.
Proposed HoldCo Certificate of Incorporation
” means the certificate of incorporation of HoldCo, as of and following the Merger and to remain in effect following the Closing, substantially in the form attached hereto as
Annex D
.
Proposed HoldCo Organizational Documents
” means the Proposed HoldCo Bylaws and Proposed HoldCo Certificate of Incorporation.
proxy statement/prospectus
” means the proxy statement/prospectus forming a part of this registration statement.
Public Shareholders
” means the holders of the Public Shares or Public Warrants that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).
Public Shares
” means ABIC’s Class A Ordinary Shares sold in the IPO (whether they were purchased in the form of ABIC Units in the IPO or thereafter in the open market).
Public Warrants
” means the warrants included in the ABIC Units sold in the IPO, each warrant exercisable for one Class A Ordinary Share at a price of $11.50 per share (whether they were purchased in the form of ABIC Units in the IPO or thereafter in the open market).
Record Date
” means [●], 2022.
redemption
” means the redemption of Public Shares for the redemption price.
redemption right
” means the right of each Public Shareholder (as determined in accordance with the Existing Organizational Documents and the Trust Agreement) to redeem all or a portion of such holder’s Class A Ordinary Shares at the redemption price in connection with the General Meeting.
Required Shareholder Proposals
” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Incentive Plan Proposal.
Rule 144
” means Rule 144 under the Securities Act.
Sarbanes-Oxley Act
” means the Sarbanes-Oxley Act of 2002, as amended.
 
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SEC
” means the U.S. Securities and Exchange Commission.
Securities Act
” means the Securities Act of 1933, as amended.
Separation
” means the separation of the LiveWire business from
H-D
into an independent company.
Separation Agreement
” means the separation agreement, substantially in the form attached to this proxy statement/prospectus as
Annex I
, into which LiveWire and
H-D
we will enter into on the Closing Date, prior to the Closing, that will set forth LiveWire’s agreements with
H-D
regarding the Separation.
Shareholder Proposals
” means, collectively, the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal and the Adjournment Proposal.
SPAC Share Redemption Amount
” means the aggregate amount payable with respect to all redemptions.
SPAC Transaction Expenses
” means all transaction expenses of ABIC (which shall include any outstanding amounts under any Working Capital Loans) that are accrued and unpaid, as set forth on a written statement to be delivered by ABIC to LiveWire not less than two (2) business days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and (i) all Transaction Expenses that are accrued and unpaid as of Closing and set forth on a written statement to be delivered by
H-D
to LiveWire not less than two (2) business days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for payment thereof, together with corresponding invoices for the foregoing and
(ii) H-D
shall pay or cause to be paid, by wire transfer of immediately available funds, any Transactions Expenses in excess of $27,000,000.
Sponsor
” means
AEA-Bridges
Impact Sponsor, LLC, a Cayman Islands limited liability company.
Sponsor Group
” means the Sponsor and its affiliates.
Stockholders Agreement
” means that certain Stockholders Agreement, substantially in the form attached to this proxy statement/prospectus as
Annex F
, to be entered into on the Closing Date, by and among HoldCo, Company Equityholder, Sponsor and the other parties thereto or that may become parties thereto from time to time.
Subscription Agreement
” means the Investment Agreements, and any other subscription agreements entered into by HoldCo with the prior written approval of ABIC and LiveWire prior to Closing.
Tax Matters Agreement
” means the tax matters agreement, substantially in the form attached to this proxy statement/prospectus as
Annex K
, into which
H-D
and HoldCo will enter in connection with the Business Combination, which sets forth the principles and responsibilities of the parties regarding the allocation of taxes and other related liabilities and adjustments with respect to taxes, preparation of tax returns, tax audits and certain other tax matters.
Termination Date
” means September 30, 2022.
Trademark License Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as
Annex R
, into which LiveWire and
H-D
will enter in connection with the Separation, pursuant to which
H-D
will grant to LiveWire a royalty-free license to use certain
H-D
trademarks with respect to LiveWire products.
Transition Services Agreement
” means the agreement, substantially in the form attached to this proxy statement/prospectus as
Annex M
, into which LiveWire and
H-D
will enter in connection with the separation of the LiveWire business from
H-D
pursuant to the terms of the Separation Agreement.
 
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Transaction Expenses
” means (i) all fees, costs and expenses incurred by or on behalf of or subject to payment or reimbursement by
H-D
and its subsidiaries, including the LiveWire and its subsidiaries before and through the Closing (and not paid prior to the Closing), including the employer’s portion of any payroll or employment taxes related thereto (whether deferred or not, but after taking into account any tax credits under the CARES Act), in connection with or incidental to the preparation for, negotiating or consummation of the transactions contemplated by the Business Combination Agreement and related agreements or otherwise in connection with
H-D’s
exploration of strategic alternatives, engagement in the process of selling the LiveWire Business (as defined below), including all fees, costs, expenses, brokerage fees, commissions, finder’s fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers and (ii) any amounts that
H-D
is obligated to pay pursuant to Section 6.15 of the Separation Agreement;
provided
, that any Transaction Expenses in excess of $27,000,000 shall be the liability and obligation of
H-D.
Transfer Agent
” means Continental Stock Transfer & Trust Company.
Treasury Regulations
” means the Code, its legislative history, and final, temporary and proposed treasury regulations promulgated thereunder as then amended.
Trust Account
” means the trust account of ABIC, which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.
Trust Agreement
” means the Investment Management Trust Agreement, dated as of October 1, 2020, between ABIC and Continental Stock Transfer & Trust Company, LLC, as trustee.
Working Capital Loans
” means certain loans that may be made by the Sponsor or an affiliate of the Sponsor, or certain of ABIC’s officers and directors in connection with the financing of a business combination.
 
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PRESENTATION OF FINANCIAL INFORMATION
Presentation of Financial Information
This proxy statement/prospectus contains:
 
   
audited combined financial statements of LiveWire as of December 31, 2020 and 2019, prepared in accordance with GAAP;
 
   
the unaudited interim combined financial statements of LiveWire as of September 26, 2021 and for the nine months ended September 26, 2021 and September 27, 2020 (such unaudited interim combined financial statements prepared in accordance with GAAP);
 
   
the audited financial statements of ABIC as of December 31, 2020 and for the period from July 29, 2020 (inception) through December 31, 2020, each prepared in accordance with GAAP;
 
   
the unaudited condensed financial statements of ABIC as of September 30, 2021 and for the three and nine months ended September 30, 2021 (such unaudited condensed financial statements prepared in accordance with GAAP); and
 
   
the unaudited pro forma condensed combined financial information of LiveWire and ABIC as of and for the nine months ended September 26, 2021 and for the year ended December 31, 2020, prepared in accordance with Article 11 of SEC
Regulation S-X.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “
Management
s Discussion and Analysis of Financial Condition and Results of Operations of ABIC
” and ABIC’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
This information should be read in conjunction with “
Risk Factors
,”
Management’s Discussion and Analysis of Financial Condition and Results of Operations of LiveWire
” and LiveWire’s combined financial statements and notes thereto included elsewhere in this proxy statement/prospectus. The selected historical combined financial information in this section is not intended to replace LiveWire’s historical combined financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus. LiveWire’s historical results are not necessarily indicative of future results. Such unaudited interim financial information has been prepared on a basis consistent with LiveWire’s audited combined financial statements.
The
non-GAAP
information of LiveWire above and elsewhere in this proxy statement/prospectus should be read in conjunction with LiveWire’s audited combined financial statements and unaudited interim combined financial statements and the related notes included elsewhere in this proxy statement/prospectus. Please see the section entitled “
Shareholder Proposal 1: The
Business Combination Proposal
Certain Unaudited LiveWire Prospective Financial Information
” beginning on page 137 of this proxy statement/prospectus.
 
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Share Calculations and Ownership Percentages
Unless otherwise specified (including in the sections entitled 
“Unaudited Pro Forma Condensed Combined Financial Information
” and ”
Beneficial Ownership of Securities
”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to HoldCo’s stockholders following the Business Combination are for illustrative purposes only and assume the following:
 
1.
no Public Shareholders exercise their redemption rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on September 30, 2021 of $400,252,880.20. Please see the section entitled “
General Meeting of ABIC Shareholders—Redemption Rights
”;
 
2.
all separated ABIC Units, together with the cancellation of all Class B Ordinary Shares, are exchanged for shares of Domesticated ABIC Common Stock which are exchanged for shares of HoldCo Common Stock at such time;
 
3.
for purposes of the number of Class A Ordinary Shares redeemable, assuming Maximum Redemptions, the per share redemption price is $[10.01]; the actual per-share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination;
 
4.
the PIPE Investment is consummated in accordance with the terms of the Subscription Agreements, with HoldCo issuing a total of 20.0 million shares of HoldCo Common Stock to the PIPE Investors at $10.00 per share;
 
5.
none of the Earn Out Shares have vested pursuant to the applicable terms of the Business Combination Agreement and are excluded from the outstanding share calculations unless expressly stated to the contrary;
 
6.
none of the HoldCo Common Stock reserved for issuance under the Incentive Plan has been issued; and
 
7.
none of the warrants to purchase HoldCo Common Stock have been exercised for shares of HoldCo Common Stock.
 
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TRADEMARKS, TRADE NAMES, AND SERVICE MARKS
The LiveWire,
H-D
and STACYC logos, and other trademarks or service marks of LiveWire and/or
H-D
appearing in this prospectus are the property of HoldCo, LiveWire and/or
H-D.
Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the
®
and
symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of other entities. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide the respective current expectations or forecasts of future events of HoldCo, LiveWire and ABIC. Forward-looking statements include statements about HoldCo’s, LiveWire’s and ABIC’s respective expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements regarding LiveWire’s operations, cash flows, financial position and dividend policy.
Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “
Management
s Discussion and Analysis of Financial Condition and Results of Operations of LiveWire
,” “
Management
s Discussion and Analysis of Financial Condition and Results of Operations of ABIC
,” “
Business of ABIC and Certain Information About ABIC
” and “
Business of LiveWire and Certain Information About LiveWire
.” The risks and uncertainties include, but are not limited to:
 
   
LiveWire’s history of losses and expectation to incur significant expenses and continuing losses for the foreseeable future;
 
   
LiveWire’s ability to execute its business model, including market acceptance of its planned electric vehicles;
 
   
risks related to LiveWire’s limited operating history, the rollout of its business and the timing of expected business milestones, including LiveWire’s ability to develop and manufacture electric vehicles of sufficient quality and appeal to customers on schedule and on a large scale;
 
   
LiveWire’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;
 
   
changes in LiveWire’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;
 
   
LiveWire’s ability to attract and retain a large number of customers;
 
   
LiveWire’s future capital requirements and sources and uses of cash;
 
   
LiveWire’s ability to obtain funding for its operations and manage costs;
 
   
risks related to challenges LiveWire faces as pioneer into the highly-competitive and rapidly-evolving electric vehicle industry;
 
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LiveWire’s operational and financial risks if it fails to effectively and appropriately separate the LiveWire business from the H-D business;
 
   
risks related to H-D making decisions for its overall benefit that could negatively impact LiveWire’s overall business;
 
   
risks related to LiveWire’s relationship with H-D and its impact on LiveWire’s other business relationships;
 
   
LiveWire’s ability to leverage contract manufacturers, including H-D and KYMCO Group, to contract manufacture its electric vehicles;
 
   
risks related to retail partners being unwilling to participate in LiveWire’s go-to-market business model or their inability to establish or maintain relationships with customers for LiveWire’s electric vehicles;
 
   
risks related to potential delays in the design, manufacture, financing, regulatory approval, launch and delivery of LiveWire’s electric vehicles;
 
   
risks related to building out LiveWire’s supply chain, including LiveWire’s dependency on its existing suppliers and LiveWire’s ability to source suppliers, in each case many of which are single-sourced or limited-source suppliers, for its critical components such as batteries and semiconductor chips;
 
   
LiveWire’s ability to rely on third-party and public charging networks;
 
   
LiveWire’s ability to attract and retain key personnel;
 
   
LiveWire’s business, expansion plans and opportunities, including its ability to scale its operations and manage its future growth effectively;
 
   
the effects on LiveWire’s future business of competition, the pace and depth of electric vehicle adoption generally and its ability to achieve planned competitive advantages with respect to its electric vehicles and products, including with respect to reliability, safety and efficiency;
 
   
risks related to LiveWire’s business and H-D’s business overlapping and being perceived as competitors;
 
   
LiveWire’s inability to maintain a strong relationship with H-D or to resolve favorably any disputes that may arise between LiveWire and H-D;
 
   
LiveWire’s dependency on H-D for a number of services, including services relating to quality and safety testing. If those service arrangements terminate, it may require significant investment for LiveWire to build its own safety and testing facilities, or LiveWire may be required to obtain such services from another third-party at increased costs;
 
   
risks related to any decision by LiveWire to electrify H-D products, or the products of any other company;
 
   
LiveWire’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
 
   
potential harm caused by misappropriation of LiveWire’s data and compromises in cybersecurity;
 
   
changes in laws, regulatory requirements, governmental incentives and fuel and energy prices;
 
   
the impact of health epidemics, including the COVID-19 pandemic, on LiveWire’s business, the other risks it face and the actions it may take in response thereto;
 
   
litigation, regulatory proceedings, complaints, product liability claims and/or adverse publicity;
 
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the possibility that LiveWire may be adversely affected by other economic, business and/or competitive factors; and
 
   
other factors discussed in “
Risk Factors
.”
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “
Risk Factors
” in this proxy statement/prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. HoldCo, LiveWire and ABIC undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks HoldCo describes in the reports it will file from time to time with the SEC after the date of this proxy statement/prospectus.
In addition, statements that “HoldCo believes,” “LiveWire believes” or “ABIC believes” and similar statements reflect HoldCo’s, LiveWire’s and ABIC’s respective beliefs and opinions on the relevant subject. These statements are based on information available to them as of the date of this proxy statement/prospectus, and while HoldCo, LiveWire and ABIC respectively believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. HoldCo’s, LiveWire’s and ABIC’s statements should not be read to indicate that they have respectively conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.
Although HoldCo, LiveWire and ABIC respectively believe the expectations reflected in the forward-looking statements were reasonable at the time made, they cannot guarantee future results, level of activity, performance or achievements. Moreover, neither HoldCo, LiveWire nor ABIC nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements contained in this proxy statement/prospectus and any subsequent written or oral forward-looking statements that may be issued by HoldCo, LiveWire ABIC or persons acting on their behalf.
 
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SHAREHOLDERS
The questions and answers below highlight only selected information from this document and only briefly address certain commonly asked questions about the proposals to be presented at the General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our shareholders. We urge shareholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the General Meeting, which will be held at 10:00 a.m., Eastern Time, on [
], 2022 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
 
Q.
Why am I receiving this proxy statement/prospectus?
 
A.
You are receiving this proxy statement/prospectus in connection with the General Meeting of ABIC’s shareholders. ABIC is holding the General Meeting to consider and vote upon the Shareholder Proposals described below. Your vote is important.
You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
ABIC’s shareholders are being asked to consider and vote upon the Business Combination Proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Agreement provides that, among other things, (a) prior to the Closing, on the Closing Date,
H-D
and LiveWire will consummate the separation of the LiveWire business and the other transactions contemplated by the Separation Agreement, and (b) the Company Equityholder shall consummate the Exchange, pursuant to which HoldCo shall acquire from the Company Equityholder, and the Company Equityholder shall transfer, convey and deliver to HoldCo, all of the Company Equity and the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161 million shares of HoldCo Common Stock and the right to receive up to an additional 12.5 million shares of HoldCo Common Stock in the future. Approval of the Business Combination Agreement and the transactions contemplated thereby by ABIC’s shareholders is required by the Business Combination Agreement and the Existing Organizational Documents. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as
Annex 
A
and ABIC encourages its shareholders to read it in its entirety. See the section titled “
Shareholder Proposal 1: The
Business Combination Proposal
.”
ABIC’s shareholders are also being asked to consider and vote upon the Domestication Proposal to change the corporate structure and domicile of ABIC by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “
DGCL
”) and the Cayman Islands Companies Act (As Revised). At least one day prior to the Merger Effective Time, the Domestication will be effected, and prior to the Closing, on the Closing Date, the Merger will occur in accordance with Section 251(g) of the DGCL, in which Merger Sub will be merged with and into ABIC, with ABIC surviving the merger as a wholly owned direct subsidiary of HoldCo, and HoldCo will continue as the public company. The form of the proposed Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws are attached to this proxy statement/prospectus as
Annex B
and
Annex C
, respectively. See the section titled “
Shareholder Proposal 2: The Domestication Proposal
.” All outstanding securities of ABIC will convert in the Merger to identical outstanding securities of HoldCo, as described in more detail in this proxy statement/prospectus.
ABIC’s shareholders are also being asked to consider and vote upon the Charter Proposal to adopt the proposed Domesticated ABIC Certificate of Incorporation in the form attached hereto as
Annex B
, and
 
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the proposed Domesticated ABIC Bylaws, which is included in the form attached here to as
Annex C
, which, in the judgment of the ABIC Board, is necessary to adequately address the needs of ABIC following the Domestication and the consummation of the Business Combination. See the section titled “
Shareholder Proposal 3: The Charter Proposal
.”
ABIC’s shareholders are also being asked to consider and vote upon the Incentive Plan Proposal to approve the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as
Annex H
, to be effective upon approval by ABIC’s shareholders. See the section titled “
Shareholder Proposal 4: The Incentive Plan Proposal.
ABIC’s shareholders are also being asked to consider and vote upon the Adjournment Proposal to adjourn the General Meeting to a later date or dates, including, if necessary, (i) to permit further solicitation and vote of proxies if it is determined by ABIC that more time is necessary or appropriate to approve one or more Shareholder Proposals at the General Meeting, (ii) to allow reasonable additional time for filing or mailing of any supplemental or amended disclosure required under applicable law and (iii) if the holders of Class A Ordinary Shares have elected to redeem such shares such that either (a) the shares of HoldCo Common Stock and HoldCo Warrants would not be approved for listing on the NYSE or (b) the Minimum Cash Condition would not be met at Closing. See the section titled “
Shareholder Proposal 5: The
Adjournment Proposal
.
The presence, in person or by proxy, of ABIC shareholders representing a majority of the issued and outstanding ABIC Shares on the Record Date and entitled to vote on the Shareholder Proposals to be considered at the General Meeting will constitute a quorum for the General Meeting.
YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
 
Q.
When and where will the General Meeting be held?
 
A.
The General Meeting will be held at 10:00 a.m., Eastern Time, on [●], 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding
COVID-19,
we are planning for the possibility that the meeting may be held virtually over the Internet. If we take this step, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the SEC as proxy material. Only shareholders who hold ABIC Shares at the close of business on the Record Date will be entitled to vote at the General Meeting.
 
Q.
What is being voted on at the General Meeting?
 
A.
At the General Meeting, the shareholders of ABIC are being asked to vote on the following Shareholder Proposals:
(1) The Business Combination Proposal;
(2) The Domestication Proposal;
(3) The Charter Proposal;
(4) The Incentive Plan Proposal; and
(5) The Adjournment Proposal.
 
Q.
Are the Shareholder Proposals conditioned on one another?
 
A.
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Incentive Plan Proposal (together, the “
Required Shareholder Proposals
”) is interdependent upon the
 
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  other and each must be approved in order for ABIC to complete the Business Combination contemplated by the Business Combination Agreement. The Business Combination Proposal, the Incentive Plan Proposal, and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of a majority of the holders of ABIC Shares, who, being present and entitled to vote at the General Meeting, vote at the General Meeting. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals. The Domestication Proposal and the Charter Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of at least
two-thirds
of the outstanding ABIC Shares, who, being present and entitled to vote at the General Meeting, vote at the General Meeting.
 
Q.
Why is ABIC proposing the Business Combination?
 
A.
ABIC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Since ABIC’s organization, the ABIC Board has sought to identify suitable candidates in order to effect such a transaction. In its review of LiveWire, the ABIC Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the ABIC Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of ABIC’s shareholders. The ABIC Board believes that, based on its review and consideration, the Business Combination with LiveWire presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Approval of the Business Combination by ABIC’s shareholders is required by the Business Combination Agreement and the Existing Organizational Documents.
 
Q.
What will happen in the Business Combination?
 
A.
The Business Combination consists of a series of transactions pursuant to which (i) at least one day prior to the Merger Effective Time, ABIC will complete the Domestication, in connection with which all outstanding ABIC Shares will convert into shares of Domesticated ABIC Common Stock, par value $0.0001 per share, and each outstanding ABIC Warrant will convert into a Domesticated ABIC Warrant; (ii) prior to the Closing, on the Closing Date,
H-D
and LiveWire will consummate the separation of the LiveWire business and the other transactions contemplated by the Separation Agreement; (iii) prior to the Closing, on the Closing Date, the Merger will occur, in which Merger Sub will be merged with and into ABIC, with ABIC surviving the merger as a wholly owned direct subsidiary of HoldCo, and HoldCo will continue as the public company, with each share of Domesticated ABIC Common Stock being converted into the right of the holder thereof to receive one share of HoldCo Common Stock; and (iv) the Company Equityholder shall consummate the Exchange, pursuant to which HoldCo shall acquire from the Company Equityholder, and the Company Equityholder shall transfer, convey and deliver to HoldCo, all of the Company Equity and the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161 million shares of HoldCo Common Stock and the right to receive up to an additional 12.5 million shares of HoldCo Common Stock in the future.
 
Q.
What consideration will be received in connection with the Business Combination?
 
A.
The aggregate consideration to be paid in the Business Combination is derived from an aggregate transaction enterprise value of $1.765 billion, apportioned between cash and shares of HoldCo Common Stock, as more specifically set forth in the Business Combination Agreement. In addition to the consideration to be paid at Closing, the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161 million shares of HoldCo Common
 
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  Stock and the right to receive up to an additional 12.5 million shares of HoldCo Common Stock in the future. For further details, see “
The Business Combination Agreement
Consideration
.”
 
Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
 
A.
We expect that a U.S. Holder that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such shares (for this purpose, including the Domesticated ABIC Common Stock received in exchange therefor) in a taxable transaction resulting in the recognition of capital gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that such U.S. Holder owns or is deemed to own (including through the ownership of Public Warrants and the Domesticated ABIC Common Stock and Domesticated ABIC Warrants received in exchange therefor) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of a U.S. Holder’s exercise of redemption rights, see “
Material Tax Considerations
U.S. Federal Income Tax Considerations to U.S. Holders
Tax Consequences of U.S. Holders Exercising Redemption Rights
.
For a description of the tax consequences for
Non-U.S.
Holders exercising redemption rights in connection with the Business Combination, see the section entitled “
Material Tax Considerations
U.S. Federal Income Tax Considerations to U.S. Holders
Tax Consequences of
Non-U.S.
Holders Exercising Redemption Rights
.”
Additionally, because the Domestication will occur immediately prior to the redemption by any Public Shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367(b) of the Code and the tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully under “
Material Tax Considerations.
” All holders of our Public Shares considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.
 
Q.
What are the U.S. federal income tax consequences as a result of the Business Combination?
 
A.
Subject to the limitations and qualifications described in “
Material Tax Considerations—U.S. Federal Income Tax Considerations to U.S. Holders,
” the exchange of Domesticated ABIC Common Stock for shares of HoldCo Common Stock pursuant to the Merger (together with the Exchange and PIPE Financing) is expected to qualify as a
tax-deferred
exchange for U.S. federal income tax purposes under Section 351 of the Code. In addition, subject to the limitations and qualifications described in “
Material Tax Considerations—
U.S. Federal Income Tax Considerations to U.S. Holders
,” the exchange of Domesticated ABIC Common Stock for shares of HoldCo Common Stock, and the exchange of Domesticated ABIC Warrants for HoldCo Warrants is expected to more likely than not qualify as a
tax-deferred
reorganization under Section 368(a)(2)(E) or Section 368(a)(1)(B) of the Code. If the Merger does not qualify as a
tax-deferred
reorganization under Section 368(a) then the exchange of Domesticated ABIC Warrants for HoldCo Warrants in the Merger would not qualify for
tax-deferred
treatment and would be taxable as further described in “
Material Tax Considerations—
U.S. Federal Income Tax Considerations to U.S. Holders
.” The parties intend to report the Merger as a
tax-deferred
exchange described in Section 351 of the Code and as a
tax-deferred
reorganization under Section 368(a) of the Code. However, there are significant factual and legal uncertainties as to whether the Merger will qualify as a
tax-deferred
reorganization under Section 368(a)(2)(E) or Section 368(a)(1)(B) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance
 
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  directly on point as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as ABIC, and there are significant factual and legal uncertainties concerning the determination of this requirement. Moreover, qualification of the Merger as a
tax-deferred
reorganization under Section 368(a) of the Code is based on facts which will not be known until or following the closing of the Business Combination. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination will so qualify for the Intended Tax Treatment, and neither ABIC nor HoldCo intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination. Accordingly, no assurance can be given that the IRS will not challenge the Intended Tax Treatment or that a court will not sustain a challenge by the IRS.
You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination to you. For a description of material U.S. federal income tax consequences of the Business Combination, see the section entitled “
Material Tax Considerations
” beginning on page 155.
 
Q.
Why is ABIC proposing the Domestication?
 
A.
The ABIC Board believes that it would be in the best interests of ABIC to effect the Domestication to enable HoldCo to avoid certain taxes that would be imposed on HoldCo if HoldCo were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the ABIC Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by HoldCo’s officers and directors following the Closing. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures ABIC is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its prevalence as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to HoldCo’s corporate legal affairs.
The Domestication will not occur unless the ABIC shareholders have approved the Domestication Proposal, the Business Combination Proposal, the Charter Proposal and the Incentive Plan Proposal, and the Business Combination Agreement is in full force and effect prior to the Domestication. The Domestication will occur at least one day prior to the consummation of the Merger.
 
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Q.
What is involved with the Domestication?
 
A.
The Domestication will require ABIC to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be at least one day prior to the consummation of the Merger, ABIC will cease to be a company incorporated under the laws of the Cayman Islands and in connection with the Business Combination, HoldCo (of which Merger Sub will be a wholly owned direct subsidiary) will continue as a Delaware corporation. The Existing HoldCo Certificate of Incorporation and the Existing HoldCo Bylaws will be replaced by the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws. As a result, your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.
 
Q.
When do you expect that the Domestication will be effective?
 
A.
The Domestication is expected to become effective at least one day prior to the consummation of the Merger and Exchange.
 
Q.
How will the Domestication affect my securities of ABIC?
 
A.
In connection with the Domestication, at least one day prior to the Merger Effective Time, (i) all outstanding ABIC Shares will convert into shares of Domesticated ABIC Common Stock, par value $0.0001 per share, (ii) each outstanding ABIC Warrant will convert into a Domesticated ABIC Warrant and (iii) each issued and outstanding ABIC Unit that has not been previously separated into the underlying Class A Ordinary Share and underlying ABIC Warrant upon the request of the holder thereof will be canceled and will entitle the holder thereof to one share of Domesticated ABIC Common Stock and
one-half
of one Domesticated ABIC Warrant. In the Merger, by operation of law and without further action on the part of ABIC’s shareholders, each share of Domesticated ABIC Common Stock will be converted on a
one-for-one
basis into shares of HoldCo Common Stock. Each Domesticated ABIC Warrant will convert into a HoldCo Warrant without further action on the part of ABIC’s shareholders. Although it will not be necessary for you to exchange your certificates representing ABIC Shares after the Domestication, HoldCo will, upon request, exchange your ABIC Share certificates for the applicable number of shares of HoldCo Common Stock, and all certificates for securities issued after the Merger will be certificates representing securities of HoldCo.
 
Q.
What are the U.S. federal income tax consequences of the Domestication?
 
A.
As discussed more fully under “
Material Tax Considerations
,
” the Domestication generally should constitute a
tax-deferred
reorganization within the meaning of Section 368(a)(l)(F) of the Code. Subject to the application of Section 367 and the “
passive foreign investment company
” (“
PFIC
”) rules discussed below, U.S. Holders (as defined in “
Material Tax Considerations
U.S. Federal Income Tax Considerations to U.S. Holders
”) and
Non-U.S.
Holders (as defined in “
Material Tax Considerations
U.S. Federal Income Tax Considerations to
Non-U.S.
Holders
”) should not recognize taxable gain or loss on the Domestication. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to the facts and circumstances relating to ABIC, this result is not entirely clear. In the case of a transaction, such as the Domestication, that should qualify as a
tax-deferred
reorganization within the meaning of Section 368(a)(1)(F) of the Code, subject to the PFIC rules discussed below, U.S. Holders will be subject to Section 367(b) of the Code and, as a result of the Domestication:
 
   
a U.S. Holder that holds Public Shares that have a fair market value of less than $50,000 on the date of the Domestication and that, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of ABIC Shares entitled to vote and less than 10% of the total value of all classes of ABIC Shares, generally will not recognize any gain or loss and will not be required to include any part of ABIC’s earnings in income;
 
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a U.S. Holder that holds Public Shares that have a fair market value of $50,000 on the date of the Domestication or more and that, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of ABIC Shares entitled to vote and less than 10% of the total value of all classes of ABIC Shares generally will recognize gain (but not loss) on the exchange of Public Shares for shares of Domesticated ABIC Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend deemed paid by ABIC the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its Public Shares, provided certain other requirements are satisfied; and
 
   
a U.S. Holder that, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of ABIC Shares entitled to vote or 10% or more of the total value of all classes of ABIC Shares generally will be required to include in income as a deemed dividend deemed paid by ABIC the “all earnings and profits amount” attributable to its Public Shares. Any such U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may, under certain circumstances, effectively be exempt from U.S. federal income taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).
ABIC does not expect to have significant cumulative earnings and profits through the date of the Domestication. Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of ABIC Shares entitled to vote or owns 10% or more of the total value of all classes of ABIC Shares. All U.S. Holders are urged to consult their tax advisors with respect to those attribution rules.
ABIC believes that it is likely classified as a PFIC. If ABIC is a PFIC, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, a U.S. Holder may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Public Shares or Public Warrants for Domesticated ABIC Common Stock or Domesticated ABIC Warrants pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of Domesticated ABIC Common Stock or Domesticated ABIC Warrants received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding Public Shares or Public Warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “
Material Tax Considerations
U.S. Federal Income Tax Considerations to U.S. Holders
—PFIC Considerations.
Additionally, the Domestication may cause
Non-U.S.
Holders to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such
Non-U.S.
Holder’s shares of Domesticated ABIC Common Stock.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “
Material Tax Considerations
.”
 
Q.
What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that will be issued as part of the PIPE Financing at the Closing? Will the Sponsor or any of its directors, officers or affiliates participate in the PIPE Financing?
 
A.
ABIC Units were the units issued at the time of the IPO consisting of Class A Ordinary Shares and Public Warrants, at an offering price per ABIC Unit of $10.00. At the Closing, the Class A Ordinary
 
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  Shares will convert into shares of HoldCo Common Stock and the Public Warrants will convert into HoldCo Warrants. The PIPE Investors will receive shares of HoldCo Common Stock at a price per share of $10.00 as part of the PIPE Financing at the Closing, and will therefore hold the same security as the holders of Class A Ordinary Shares immediately following the Business Combination, although the PIPE Investors as such will not receive any Public Warrants. The PIPE Financing will raise an aggregate of $200,000,000, of which $100,000,000 will be funded by the KYMCO Group and $100,000,000 will be funded by the Company Equityholder.
 
Q.
What equity stake will current ABIC shareholders, the Company Equityholder and the KYMCO Group hold in HoldCo immediately after the Closing?
 
A.
It is anticipated that, following the Closing, in a no redemption scenario: (i) the Company Equityholder will own approximately 74.0% of the outstanding shares of HoldCo Common Stock; (ii) the Public Shareholders will own approximately 17.4% of the outstanding shares of HoldCo Common Stock; (iii) the Sponsor Group will own approximately 4.3% of the outstanding shares of HoldCo Common Stock; and (iv) the KYMCO Group stockholders will own approximately 4.3% of the outstanding shares of HoldCo Common Stock. These levels of ownership assume (A) that prior to the Closing no ABIC Warrants will be exercised and (B) that at or after the Closing no HoldCo Warrants will be exercised. If all of the Private Placement Warrants and HoldCo Warrants were exercisable and immediately exercised upon completion of the Business Combination on a 1:1 basis for cash, ABIC’s Public Shareholders would receive in aggregate approximately 22.9% of the shares of HoldCo Common Stock on a fully diluted basis, and the Sponsor Group would receive in aggregate approximately 7.84% of the shares of HoldCo Common Stock on a fully diluted basis assuming that the Sponsor Group does not transfer any of the Private Placement Warrants prior to the Closing or Private Placement Warrants at or after the Closing; however, the Private Placement Warrants and the shares of HoldCo Common Stock are subject to restrictions on the timing of their exercise and may also be exercisable on a cashless basis by reference to the fair market value of the shares of HoldCo Common Stock, and these percentages are therefore indicative only. Therefore, the voting rights of such shareholders will slightly differ from the indicated ownership percentages.
For more information, please see the sections titled “
Beneficial Ownership of Securities
” and “
Unaudited Pro Forma Condensed Combined Financial Information.
 
Q:
What vote is required to approve the Shareholder Proposals presented at the General Meeting of ABIC’s shareholders?
 
A:
Approval of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the approval of an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of a majority of the holders of ABIC Shares, who being present and entitled to vote at the General Meeting, vote at the General Meeting. Abstentions and broker
non-votes
will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal.
As of the Record Date, the ABIC Initial Shareholders owned of record an aggregate of 10,000,000 Class B Ordinary Shares and 2,500,000 Class A Ordinary Shares, representing approximately 25% of the issued and outstanding ABIC Shares. Assuming that all shareholders who are entitled to do so attend the General Meeting and vote, the affirmative vote of 12,500,000 of the Public Shares, in addition to the affirmative vote of the ABIC Initial Shareholders, would be required to approve each of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal.
Approval of the Domestication Proposal and the Charter Proposal requires the approval of a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least a
 
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two-thirds
majority of the issued ABIC Shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the General Meeting. Abstentions and broker
non-votes
will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Domestication Proposal and the Charter Proposal.
As of the Record Date, the ABIC Initial Shareholders owned of record an aggregate of 10,000,000 Class B Ordinary Shares and 2,500,000 Class A Ordinary Shares, representing approximately 25% of the issued and outstanding ABIC Shares. Assuming that all shareholders who are entitled to do so attend the General Meeting and vote, the affirmative vote of 20,833,334 of the Public Shares, in addition to the affirmative vote of the ABIC Initial Shareholders, would be required to approve each of the Domestication Proposal and the Charter Proposal.
 
Q:
What interests do the current
ABIC Shareholders
and
ABIC
s
other current officers and directors have in the
Business Combination
?
 
A:
When you consider the recommendation of the ABIC Board in favor of approval of the Required Shareholder Proposals, you should keep in mind that the Sponsor, our directors and our executive officers have interests in such proposal that are different from, or in addition to, those of ABIC shareholders and warrant holders generally. These interests include that the Sponsor as well as our executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Public Shares they may have acquired or may acquire in the future), and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate ABIC.
Additionally, among other things, these interests include the following:
 
   
the fact that the Sponsor and ABIC’s directors have agreed not to redeem any ABIC Shares held by them in connection with the shareholder vote to approve a proposed initial business combination, including the Business Combination;
 
   
the fact that the Sponsor paid an aggregate of $25,000 for the 10,000,000 Founder Shares currently owned by the Sponsor, in which certain of ABIC’s officers and directors hold a direct and indirect interest, and the independent directors. The Founder Shares would be worthless if the Business Combination or another business combination is not consummated by September 30, 2022 because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such securities may have a significantly higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be valued at approximately $98.2 million, based upon the closing price of $9.87 per Class A Ordinary Share on the NYSE on February 2, 2022;
 
   
the fact that if the Business Combination or another business combination is not consummated by September 30, 2022, the 10,500,000 Private Placement Warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, held by the Sponsor, in which certain of ABIC’s officers and directors hold a direct and indirect interest, and which were acquired for an aggregate purchase price of $10,500,000 in a private placement that took place simultaneously with the consummation of the IPO, would become worthless. Such securities may have a higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be valued at approximately $7.1 million, based upon the closing price of $0.68 per Public Warrant on the NYSE on February 2, 2022;
 
   
the fact that if the Business Combination or another business combination is not consummated by September 30, 2022, ABIC will cease all operations except for the purpose of winding up,
 
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redeeming 100% of the outstanding Class A Ordinary Shares for cash and, subject to the approval of its remaining shareholders and the ABIC Board, dissolving and liquidating; and
 
   
the fact that the Sponsor Group paid an aggregate of $10,525,000 for its investment in HoldCo, as summarized in the table below, and following the consummation of the Business Combination, the aggregate value of the Sponsor’s investment will be $105,346,500, based upon the respective closing price of the Class A Ordinary Shares and the public warrants on the NYSE on February 2, 2022.
Sponsor Group Ownership of ABIC Prior to Closing 
 
    
Securities
held by
Sponsor
Group
    
Sponsor Cost
at ABIC’s
IPO ($)
 
Founder Shares
     9,950,000      $ 25,000
(1)
 
Private Placement Warrants
     10,500,000      $ 10,500,000  
     
 
 
 
Total
     
$
10,525,000
 
 
 
(1)
 
Includes cost for 50,000 Founder Shares held by the independent directors.
Sponsor Group Ownership of HoldCo Following the Closing
 
    
Securities
held by
Sponsor
Group Prior
to Closing
    
Value per
Security
($)
    
Total Value ($)
 
Shares of HoldCo Common Stock Issued to Holders of Founder Shares
     9,950,000      $ 9.87      $ 98,206,500  
HoldCo Private Placement Warrants
     10,500,000      $ 0.68      $ 7,140,000  
     
 
 
    
 
 
 
Total
        
$
105,346,500
 
 
   
the fact that the Sponsor, officers or directors, or their affiliates may be reimbursed for any
out-of-pocket
expenses incurred on ABIC’s behalf related to identifying, investigating, negotiating, and completing an initial business combination, including the formation and setting up of the Sponsor and related entities. As of the date of this proxy statement/prospectus, no
out-of-pocket
expenses have been incurred by ABIC’s officers and directors and there are no outstanding
out-of-pocket
expenses for which ABIC’s officers or directors are awaiting reimbursement;
 
   
the fact that the Sponsor and ABIC’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if ABIC fails to complete an initial business combination by September 30, 2022;
 
   
the fact that the Stockholders Agreement and HoldCo Registration Rights Agreement will be entered into by, among others, the Sponsor;
 
   
the fact that, pursuant to the Business Combination Agreement, the Sponsor will have certain governance rights in respect of HoldCo that will be set forth in HoldCo’s governing documents and in the Stockholders Agreement;
 
   
the right of the Sponsor to hold shares of HoldCo Common Stock following the Business Combination, subject to the terms and conditions of the
lock-up
restrictions;
 
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the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
 
   
the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other ABIC shareholders experience a negative rate of return in HoldCo;
 
   
the fact that the Sponsor and ABIC’s officers and directors will lose their investment in ABIC and will not be reimbursed for any
out-of-pocket
expenses incurred by them on ABIC’s behalf incident to identifying, investigating and consummating an initial business combination if an initial business combination is not consummated by September 30, 2022;
 
   
the fact that if the Trust Account is liquidated, including in the event ABIC is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify ABIC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which ABIC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ABIC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;
 
   
the fact that John Garcia, who is currently the Executive Chairman,
Co-Chief
Executive Officer and Director of ABIC, owns 2,500,000 Class A Ordinary Shares; and
 
   
the fact that the Business Combination Agreement provides for the continued indemnification of ABIC’s existing directors and officers and required LiveWire to purchase, at or prior to the Closing, and maintain in effect for a period of six years after the Closing, a “tail” policy providing directors’ and officers’ liability insurance coverage for certain ABIC directors and officers after the Business Combination.
In addition, certain persons who are expected to become HoldCo directors after the completion of the Business Combination may have interests in the Business Combination that are different from, or in addition to, the interests of the ABIC shareholders. See
“Shareholder Proposal 1: The Business Combination Proposal—Interests of Certain Persons in the Business Combination”
for more information.
The personal and financial interests of the Sponsor as well as ABIC’s executive officers and directors may have influenced their motivation in identifying and selecting LiveWire as a business combination target, completing the Business Combination with LiveWire and influencing the operation of the business following the Business Combination. In considering the recommendations of the ABIC Board to vote for the proposals, its shareholders should consider these interests. Additionally, following the Closing, the Sponsor will have the right to designate one member of the HoldCo Board, who is initially expected to be John Garcia. Any vote made by such individual appointed by the Sponsor as part of such individual’s service on the HoldCo Board does not express the vote of ABIC in any capacity, but solely such individual’s vote as a director of HoldCo.
 
Q:
Did the ABIC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
 
A:
No. The ABIC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, ABIC’s management, the members of the ABIC Board and the other representatives of ABIC have substantial experience in evaluating the operating and financial merits of companies similar to LiveWire and reviewed certain financial information of LiveWire and compared it to certain publicly traded companies, selected based on the
 
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  experience and the professional judgment of ABIC’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the ABIC Board in valuing LiveWire’s business and assuming the risk that the ABIC Board may not have properly valued such business.
 
Q.
Who will have the right to nominate or appoint directors to the HoldCo Board after the consummation of the Business Combination?
 
A.
Subject to the Business Combination Agreement, each holder of shares of HoldCo Common Stock has the exclusive right to vote for the election of directors following the consummation of the Business Combination. In the case of election of directors, all matters to be voted on by stockholders must be approved by a plurality of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class.
Under the Stockholders Agreement, the HoldCo Board will be initially comprised of seven board members nominated by the Company Equityholder, three of such board members being independent under the NYSE listing standards and one of such independent board members being initially selected by the Sponsor (with such board member selection by the Sponsor acceptable to the Company Equityholder). Each director’s term will end at the HoldCo’s 20[●] annual meeting of stockholders.
ABIC shareholders are not being asked to vote on the election of directors at the General Meeting to which this proxy statement/prospectus relates.
 
Q.
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
 
A.
Following the closing of the IPO on October 5, 2020, an amount equal to $400,000,000 ($10.00 per unit) from the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. At September 30, 2021, we had cash and investments held in the Trust Account of approximately $400.2 million. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, for the purposes of consummating an initial business combination (which will be the Business Combination should it occur). We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
If our initial business combination (which will be the Business Combination should it occur) is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination (which will be the Business Combination should it occur) or used for redemptions or purchases of the Public Shares, HoldCo may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of HoldCo, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “
Summary
Sources and Uses of Funds for the Business Combination
.”
 
Q.
What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
 
A.
Our Public Shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the
 
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  funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.
If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that 37,500,000 Class A Ordinary Shares held by ABIC’s Public Shareholders (or approximately 93.8% of the Class A Ordinary Shares outstanding) were redeemed, each of the retained outstanding Public Warrants (which will be HoldCo Warrants following the Closing) would each have a value of approximately $0.68 per warrant based on the closing price of the Public Warrants on the NYSE on February 2, 2022. If a substantial number of, but not all, Public Shareholders exercise their redemption rights, but choose to exercise their retained warrants, any
non-redeeming
shareholders would experience dilution to the extent such warrants are exercised and additional shares of HoldCo Common Stock are issued.
The Business Combination Agreement provides that LiveWire’s obligation to consummate the Business Combination is conditioned on, among other things, the Minimum Cash Condition. The Minimum Cash Condition requires that the Company shall have Available Cash of at least $270,000,000 equal to the sum of (without duplication) (a) the amount of cash available to be released from the Trust Account as of immediately prior to the Closing (net of the SPAC Share Redemption Amount),
plus
(b) the net amount of proceeds actually received or confirmed to be received by HoldCo pursuant to the KYMCO PIPE Investment as of immediately prior to or concurrently with the Closing,
plus
(c) the amount of proceeds required to be funded to HoldCo pursuant to the Company Equityholder PIPE Investment,
plus
the portion of the Backstop actually required to be funded to HoldCo, in each case, by the Company Equityholder,
minus
the aggregate amount of all Transaction Expenses and SPAC Transaction Expenses. If the Minimum Cash Condition is not met, and such condition is not waived by LiveWire, then the Business Combination Agreement may be terminated and the proposed Business Combination may not be consummated. In addition, in no event will ABIC redeem Class A Ordinary Shares in an amount that would cause our net tangible assets (as determined in accordance with
Rule 3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001.
 
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Additionally, as a result of redemptions, the trading market for shares of HoldCo Common Stock may be less liquid than the market for the Class A Ordinary Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE or another national securities exchange.
The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by
non-redeeming
shareholders in a no redemption scenario, an illustrative redemption scenario, and a maximum redemption scenario. The sensitivity table below also sets forth (x) the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario, and (y) the effective underwriting fee incurred in connection with the IPO in each redemption scenario.
 
   
Assuming No

Redemption
(1)
   
Assuming Illustrative
Redemption
(2)
   
Assuming Contractual
Maximum Redemption
(3)
   
Assuming Charter
Redemption Limitation
(4)
 
Shareholders
 
Ownership in
Shares
   
Equity %
   
Ownership in
Shares
   
Equity %
   
Ownership in
Shares
   
Equity %
   
Ownership in
Shares
   
Equity %
 
Company Equityholder
(5)
    171,000,000       74.0     181,000,000       81.9     181,000,000       89.0     181,000,000       89.8
Public Shareholders
    40,000,000       17.4     20,000,000       9.1     2,500,000       1.2     499,732       0.2
Sponsor stockholders
(6)
    10,000,000       4.3     10,000,000       4.5     10,000,000       4.9     10,000,000       5.0
KYMCO Group stockholders
    10,000,000       4.3     10,000,000       4.5     10,000,000       4.9     10,000,000       5.0
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Shares Outstanding Excluding HoldCo Warrants
    231,000,000       100.0     221,000,000       100     203,500,000       100     201,499,732       100
 
   
Assuming No

Redemption
(1)
   
Assuming Illustrative
Redemption
(2)
   
Assuming Contractual
Maximum Redemption
(3)
   
Assuming Charter
Redemption Limitation
(4)
 
Additional Dilution Sources
 
Amount ($)
   
Equity %
(7)
   
Amount ($)
   
Equity %
(7)
   
Amount ($)
   
Equity %
(7)
   
Amount ($)
   
Equity %
(7)
 
HoldCo Warrants
    30,500,000       [●]     30,500,000       [●]     30,500,000       [●]     30,500,000       [●]
Earn Out Shares
    12,500,000       [●]     12,500,000       [●]     12,500,000       [●]     12,500,000       [●]
Incentive Plan
    [●]       [●]     [●]       [●]     [●]       [●]     [●]       [●]
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Additional Dilution Sources
    [●]       [●]     [●]       [●]     [●]       [●]     [●]       [●]
 
   
Assuming No
Redemption
(1)
   
Assuming Illustrative
Redemption
(2)
   
Assuming Contractual
Maximum Redemption
(3)
   
Assuming Charter
Redemption Limitation
(4)
 
Deferred Discount
 
Amount ($)
   
% of Trust
Account
   
Amount ($)
   
% of Trust
Account
   
Amount ($)
   
% of Trust
Account
   
Amount ($)
   
% of Trust
Account
 
Effective Deferred Discount
(8)
  $ 14,000,000       3.5   $ 14,000,000       7.0   $ 14,000,000       56.0   $ 14,000,000       280.0
 
(1)
 
This scenario assumes that no Public Shares are redeemed by Public Shareholders.
(2)
 
This scenario assumes that 20,000,000 Public Shares are redeemed by Public Shareholders and that the Backstop is fully subscribed for.
(3)
This scenario assumes that 37,500,000 Public Shares are redeemed by Public Shareholders, which, based on the amount of $400,214,519 in the Trust Account as of September 30, 2021, represents the maximum amount of redemptions that would still enable us to have sufficient cash to satisfy the Minimum Cash Condition and that the full Backstop is subscribed for.
(4)
This scenario assumes that 39,500,268 Public Shares are redeemed by Public Shareholders, which, based on the amount of $400,214,519 in the Trust Account as of September 30, 2021, represents the maximum amount of redemptions that would still enable us to have sufficient cash to satisfy the Minimum Cash Condition, and that the full Backstop is subscribed for.
(5)
Excludes 12,500,000 shares of HoldCo Common Stock in estimated potential Earn Out Shares as the price threshold for each tranche has not yet been triggered.
(6)
Assumes that the Sponsor shall not forfeit and/or transfer any Founder Shares under the Investor Support Agreement.
(7)
The Equity % with respect to each Additional Dilution Source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator. For example, in the Illustrative Redemption Scenario, the Equity % with respect to the HoldCo Warrants would be calculated as follows: (a) 30,500,000 shares issued pursuant to the HoldCo Warrants (representing approximately 13.8% of the previously outstanding 221,000,000 shares); divided by (b) (i) 221,000,000 shares
 
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  (the number of shares outstanding prior to any issuance pursuant to the HoldCo Warrants) plus (ii) 30,500,000 shares issued pursuant to the HoldCo Warrants, 12,500,000 Earn Out Shares and [●] shares issued pursuant to the Incentive Plan.
(8)
The level of redemption also impacts the effective underwriting fee incurred in connection with the IPO. In a no redemption scenario, based on the approximately $400.2 million in the Trust Account, ABIC’s $14.0 million in deferred underwriting fees represents an effective deferred underwriting fee of approximately 3.5% as a percentage of cash in the Trust Account. In an illustrative redemption scenario, based on the approximately $200.1 million in the Trust Account, the effective underwriting fee would be approximately 7.0% as a percentage of the amount remaining in the Trust Account following redemptions. In a contractual maximum redemption scenario, based on the approximately $25.0 million in the Trust Account, the effective underwriting fee would be approximately 56.0% as a percentage of the amount remaining in the Trust Account following redemptions. In a charter redemption limitation scenario, based on the approximately $5,000,001 in the Trust Account, the effective underwriting fee would be approximately 280.0% as a percentage of the amount remaining in the Trust Account following redemptions.
 
Q.
What conditions must be satisfied to complete the Business Combination?
 
A.
The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, the following without limitation: (a) the approval and adoption of each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, and the Incentive Plan Proposal by ABIC shareholders and the transactions contemplated thereby; (b) the waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement shall have expired or been terminated; (c) there shall not be any applicable law in effect that makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or any order in effect preventing the consummation of the transactions contemplated thereby; (d) the shares of HoldCo Common Stock to be issued in connection with the Business Combination having been approved for listing on the NYSE; (e) since September 26, 2021, there shall not have occurred a Company Material Adverse Effect (as defined in the Business Combination Agreement), the material adverse effects of which are continuing; (f) ABIC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) remaining after the Closing; (g) the Minimum Cash Condition; and (h) this registration statement on Form
S-4
shall have become effective under the Securities Act, no stop order shall have been issued by the SEC suspending the effectiveness of such registration statement and no proceeding seeking such stop order has been threatened or initiated by the SEC that remains pending.
See the sections titled
“The Business Combination Agreement
and
Shareholder Proposal 1: The Business Combination Proposal
for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination Proposal.
 
Q.
When do you expect the Business Combination to be completed?
 
A.
It is currently expected that the Business Combination will be completed in the first half of 2022.
This timing depends, among other things, on the approval of the Required Shareholder Proposals to be presented at the General Meeting. However, the General Meeting could be adjourned if the Adjournment Proposal is adopted at the General Meeting and ABIC elects to adjourn the General Meeting to a later date or dates to permit further solicitation and vote of proxies as permitted by the Business Combination Agreement.
 
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Q.
What happens if the Business Combination is not completed?
 
A.
If a shareholder has tendered shares to be redeemed but the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant shareholders as appropriate. The current deadline set forth in the Existing Organizational Documents for ABIC to complete its initial business combination (which will be the Business Combination should it occur) is October 5, 2022 (24 months after the closing of the IPO).
 
Q.
What differences will there be between the current constitutional documents of ABIC and the Proposed HoldCo Certificate of Incorporation and the Proposed HoldCo Bylaws following the Closing?
 
A.
The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, ABIC’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace our Existing Organizational Documents, in each case, under Cayman Islands law, with the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws. Following the Merger, the Proposed HoldCo Certificate of Incorporation and Proposed HoldCo Bylaws, which are substantially identical to the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws, will be in effect. The Proposed HoldCo Organizational Documents differ materially from the Existing Organizational Documents, which will govern following the Domestication and the Merger. For additional information, see “
Comparison of Corporate Governance and Shareholder Rights
.”
 
Q.
Why is ABIC proposing the Adjournment Proposal?
 
A.
ABIC’s shareholders are also being asked to consider and vote upon the Adjournment Proposal to approve the adjournment of the General Meeting to a later date or dates, including, if necessary, (i) to permit further solicitation and vote of proxies, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any legally required supplement or amendment to the proxy statement/prospectus or (iv) if the holders of Public Shares have elected to redeem such shares such that the shares of HoldCo Common Stock would not be approved for listing on the NYSE or the Minimum Cash Condition would not be satisfied. See the section titled “
Shareholder Proposal
 5: The
Adjournment Proposal
” for additional information.
 
Q.
Who is entitled to vote at the General Meeting?
 
A.
ABIC has fixed [●], 2022 as the Record Date. If you are a shareholder of ABIC at the close of business on the Record Date, you are entitled to vote on matters that come before the General Meeting.
 
Q.
How do I vote?
 
A.
If you are a record owner of your shares, there are two ways to vote your Class A Ordinary Shares at the General Meeting:
You Can Vote by Signing and Returning the Enclosed Proxy Card
. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the ABIC Board “FOR” the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the General Meeting will not be counted.
You Can Attend the General Meeting and Vote Virtually
. You will receive a ballot that you may use to cast your vote.
If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish
 
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to attend the General Meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way ABIC can be sure that the broker, bank or nominee has not already voted your shares.
 
Q.
What if I do not vote my Class A Ordinary Shares or if I abstain from voting?
 
A.
The approval of the Business Combination Proposal, the Adjournment Proposal and the Incentive Plan Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of a majority of the holders of ABIC Shares, who being present and entitled to vote at the General Meeting, vote at the General Meeting. The Domestication Proposal and the Charter Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of at least
two-thirds
of the outstanding Class A Ordinary Shares, who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Abstentions and broker
non-votes
will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute a vote cast at the General Meeting and therefore will have no effect on the approval of each of the Shareholder Proposals.
 
Q.
What Shareholder Proposals must be passed in order for the Business Combination to be completed?
 
A.
The Business Combination will not be completed unless the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, and the Incentive Plan Proposal are approved. If ABIC does not complete an initial business combination (which will be the Business Combination should it occur) by October 5, 2022, ABIC will be required to dissolve and liquidate itself and return the monies held within its Trust Account to its Public Shareholders unless ABIC submits and its shareholders approve an extension.
 
Q.
How does the ABIC Board recommend that I vote on the Shareholder Proposals?
 
A.
The ABIC Board unanimously recommends that the holders of ABIC Shares entitled to vote on the Shareholder Proposals, vote as follows:
FOR
approval of the Business Combination Proposal;
“FOR”
approval of the Domestication Proposal;
“FOR”
approval of the Charter Proposal;
“FOR”
approval of the Incentive Plan Proposal; and
FOR
approval of the Adjournment Proposal, if presented.
 
Q.
How many votes do I have?
 
A.
ABIC shareholders have one vote per each ABIC Share held by them on the Record Date for each of the Shareholder Proposals to be voted upon.
 
Q.
How will the Sponsor and ABIC officers and directors vote in connection with the Required Shareholder Proposals?
 
A.
As of the Record Date, the ABIC Initial Shareholders owned of record an aggregate of 10,000,000 Class B Ordinary Shares and 2,500,000 Class A Ordinary Shares, representing approximately 25% of the issued and outstanding ABIC Shares. The Sponsor and ABIC’s officers and directors have agreed to vote the ABIC Shares owned by them in favor of the Required Shareholder Proposals. However, any subsequent purchases of Class A Ordinary Shares prior to the Record Date by the Sponsor or ABIC’s officers and directors in the aftermarket will make it more likely that the Required Shareholder
 
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  Proposals will be approved as such shares would be voted in favor of the Required Shareholder Proposals. As of the Record Date, there were 50,000,000 ABIC Shares outstanding.
 
Q.
How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any holders of HoldCo Warrants following the Business Combination?
 
A.
The Private Placement Warrants will be identical to the Public Warrants in all material respects, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial business combination and they will not be redeemable by HoldCo so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by HoldCo in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.
As a result, following the Business Combination, HoldCo may redeem your Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. HoldCo will have the ability to redeem outstanding HoldCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the shares of HoldCo Common Stock equals or exceeds $18.00 per share (as adjusted for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders. HoldCo will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of HoldCo Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of HoldCo Common Stock is available throughout the
30-day
redemption period. If and when the HoldCo Warrants become redeemable by HoldCo, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding HoldCo Warrants could force you (i) to exercise your HoldCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your HoldCo Warrants at the then-current market price when you might otherwise wish to hold your HoldCo Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding HoldCo Warrants are called for redemption, is likely to be substantially less than the market value of your HoldCo Warrants.
In addition, HoldCo will have the ability to redeem the outstanding HoldCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the closing price of the shares of HoldCo Common Stock equals or exceeds $10.00 per share (as adjusted for share
sub-divisions,
share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which a notice of redemption is sent to the warrant holders. In such a case, the holders will be able to exercise their HoldCo Warrants prior to redemption for a number of shares of HoldCo Common Stock determined based on a table in which the number of shares of HoldCo Common Stock is based on the redemption date and the fair market value of the shares of HoldCo Common Stock. Recent trading prices for the Class A Ordinary Shares have not exceeded the $10.00 per share threshold at which the HoldCo Warrants would become redeemable. Please see the notes to ABIC’s financial statements included elsewhere in this proxy statement/prospectus. The value received upon exercise of the HoldCo Warrants (1) may be less than the value the holders would have received if they had exercised their HoldCo Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the HoldCo Warrants.
In each case, HoldCo may only call the HoldCo Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their
 
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HoldCo Warrants prior to the time of redemption and, at HoldCo’s election, any such exercise may be required to be on a cashless basis.
 
Q.
Do I have redemption rights with respect to my Class A Ordinary Shares?
 
A.
Under Section 49.5 of the Existing Organizational Documents, prior to the completion of the Business Combination, ABIC will provide all of the Public Shareholders with the opportunity to have their shares redeemed upon the completion of the Business Combination, subject to certain limitations, for cash equal to the applicable redemption price (as defined in the Existing Organizational Documents); provided, however, that ABIC may not redeem such shares to the extent that such redemption would result in ABIC having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination.
Public Shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination, whether or not they were holders of Class A Ordinary Shares as of the Record Date or acquired their shares after the Record Date. The redemptions will be effectuated in accordance with the Existing Organizational Documents and Cayman Islands law. Any Public Shareholder who holds Class A Ordinary Shares on or before [●], 2022 (two business days before the General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the completion of the Business Combination; provided that such Public Shareholders follow the procedures provided for exercising such redemption as set forth in the Existing Organizational Documents, as described below, by such date. However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Public Shareholders exercising such redemption right, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Class A Ordinary Shares as of the Record Date. Therefore, the
per-share
distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is completed. For more information, see “
General Meeting of ABIC Shareholders
 
 
Redemption Rights
.”
 
Q.
Can the Sponsor and the independent directors redeem their Founder Shares in connection with the consummation of the Business Combination?
 
A.
The Sponsor and the independent directors have agreed, for no additional consideration, to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the consummation of the Business Combination.
 
Q.
May the Sponsor, ABIC directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?
 
A.
The Sponsor and ABIC’s directors, officers, advisors or their affiliates may purchase Class A Ordinary Shares in privately negotiated transactions or in the open market either prior to or after the Closing, including from ABIC shareholders who would have otherwise exercised their redemption rights. However, the Sponsor, directors, officers and their affiliates have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions at the date of this proxy statement/prospectus. If ABIC engages in such transactions, any such purchases will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. Any such purchase after the Record Date would include a contractual acknowledgement that the selling shareholder, although still the record holder of Class A Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event the Sponsor or ABIC’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to
 
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  revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the
per-share
pro rata portion of the aggregate amount then on deposit in the Trust Account.
 
Q.
Is there a limit on the number of shares I may redeem?
 
A.
Each Public Shareholder, together with any affiliate or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking a redemption right with respect to 15% or more of the Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by ABIC. Any Public Shareholder who holds less than 15% of the Public Shares may have all of the Public Shares held by him, her or it redeemed for cash.
 
Q.
How do I exercise my redemption right?
 
A.
If you are a Public Shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time, on [●], 2022 (two business days before the General Meeting), that ABIC redeem your shares for cash, (ii) affirmatively certify in your request to ABIC’s Transfer Agent for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in
Section 13d-3
of the Exchange Act) and (iii) submit your request in writing to ABIC’s Transfer Agent, at the address listed at the end of this section and deliver your shares to ABIC’s Transfer Agent physically or electronically using DTC’s DWAC system at least two business days prior to the vote at the General Meeting.
Any request for redemption, once made by a Public Shareholder, may not be withdrawn once submitted to ABIC unless the ABIC Board determines (in its sole discretion) to permit in the withdrawal of such redemption requests (which it may do in whole or in part). In addition, if you deliver your shares for redemption to ABIC’s Transfer Agent and later decide prior to the General Meeting not to elect redemption, you may request that ABIC’s Transfer Agent return the shares (physically or electronically). You may make such request by contacting ABIC’s Transfer Agent at the phone number or address listed at the end of this section.
Any corrected or changed written demand of redemption rights must be received by ABIC’s Secretary two business days prior to the vote taken on the Business Combination Proposal at the General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the General Meeting.
Public Shareholders seeking to exercise their redemption right and opting to deliver physical certificates (if any) and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is ABIC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, ABIC does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
If a Public Shareholder properly demands redemption as described above, then, if the Business Combination is completed, ABIC will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your
 
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redemption right, then you will be exchanging your Class A Ordinary Shares for cash and will no longer own these shares following the Business Combination.
If you are a Public Shareholder and you exercise your redemption right, it will not result in either the exercise or loss of any ABIC Warrants that you may hold. Your ABIC Warrants will continue to be outstanding following a redemption of your Class A Ordinary Shares and will become exercisable in connection with the completion of the Business Combination.
If you intend to seek redemption of your Public Shares, you will need to deliver your shares (either physically or electronically) to ABIC’s Transfer Agent prior to the meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: [●]
E-mail:
[●]
 
Q.
If I am a holder of ABIC Units, can I exercise redemption rights with respect to my ABIC Units?
 
A.
No. Holders of issued and outstanding ABIC Units must elect to separate the ABIC Units into the underlying Public Shares and Public Warrants prior to exercising redemption right with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. The redemption right includes the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. You are requested to cause your Public Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on [●], 2022 (two business days before the General Meeting) in order to exercise your redemption right with respect to your Public Shares.
 
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SUMMARY
This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of
ABIC
and LiveWire, to fully understand the proposed
Business Combination
(as described below) before voting on the proposals to be considered at the General Meeting (as described below). Please see the section
 entitled
“Where You Can Find More Information.”
Parties to the Business Combination
LiveWire
LiveWire is redefining motorcycling as an industry-leading,
all-electric
vehicle company.
Headquartered in the USA and born out of the lineage of
H-D,
the world’s most iconic motorcycle company, LiveWire is developing the technology of the future and investing in the capabilities to lead the industry transformation. Well past the concept stage and into production, LiveWire combines over a decade of practical experience and a commitment to advancing sustainable propulsion systems. LiveWire represents the future of motorcycling, introducing existing riders to electric products while bringing new riders to the community.
Founded in 2010 as “Project Hacker” within
H-D,
LiveWire started an innovative program designed to pioneer the future of motorcycling by means of design, technology and experience. In 2014,
H-D
took its first fleet of electric vehicles into the field to test the concept with riders around the world. The feedback was exceptional and led to increased investment and focus on LiveWire. To accelerate the development and commercialization of the vehicles, LiveWire Labs, a Silicon Valley-based
state-of-the-art
R&D facility, was opened in 2018. By bringing together the best electric vehicle and tech talent, LiveWire’s engineering team has developed an extensive portfolio of proprietary
know-how
and intellectual property.
Leveraging core technology advancements, the motorcycles that began as prototypes reached commercial viability. With production beginning in September of 2019,
H-D
introduced the world to an electric motorcycle that transformed the riding experience, paving the way for the future of
two-wheeled
electric motorcycles. With the launch came critical acclaim and immediate recognition for the LiveWire name, which saw the Harley-Davidson LiveWire become the
top-selling
premium electric motorcycle in the U.S. and Europe in both 2020 and 2021. In 2021, building on early success and the continued growth in the global market demand for electric vehicles,
H-D
launched LiveWire as a standalone electric vehicle division, with the first LiveWire-branded product, the LiveWire ONE debuting in July 2021.
Today, with the LiveWire ONE in the market and on the road, LiveWire is on a path to becoming the leading brand in the premium electric motorcycle segment. Looking forward, LiveWire will draw on the lineage of
H-D,
its DNA as an agile disruptor and decades of learnings in the electric vehicle sector to position the company as the most desirable motorcycle brand in the world.
H-D
Harley-Davidson Motor Company was founded in 1903. Harley-Davidson, Inc. (“
H-D
”) was incorporated in 1981, at which time it purchased the Harley-Davidson motorcycle business from AMF Incorporated in a management buyout. In 1986, H-D became publicly held. H-D is the parent company of the group of companies referred to as Harley-Davidson Motor Company and Harley-Davidson Financial Services (“
HDFS
”). H-D operates in two segments: Motorcycles and Related Products and Financial Services. Since 1903, H-D has defined motorcycle culture by delivering a motorcycle lifestyle with distinctive and customizable motorcycles, experiences, motorcycle accessories, riding gear and apparel. HDFS provides financing, insurance and other programs to help get riders on the road. For more information, visit harley-davidson.com.
 
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ABIC
ABIC is a blank check company incorporated as a Cayman Islands exempted company on July 29, 2020. ABIC was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
 
The registration statement for ABIC’s IPO was declared effective on October 1, 2020. On October 5, 2020, ABIC consummated the IPO of 40,000,000 ABIC Units. The ABIC Units sold in the IPO were sold at a price of $10.00 per ABIC Unit, generating gross proceeds of $400,000,000 before underwriting discounts and expenses. Each unit consists of one Public Share
and one-half of
one warrant to purchase one Public Share for $11.50 per share. Prior to the closing of the IPO, ABIC completed the private sale of an aggregate of 10,5000,000 Private Placement Warrants to Sponsor, each exercisable to purchase one Public Share at $11.50 per share at a price of $1.00 per Private Placement Warrant generating gross proceeds of $10,500,000.
Following the closing of the IPO on October 5, 2020, an amount of $400,000,000 ($10.00 per ABIC Unit) from the net proceeds of the sale of the ABIC Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions
under Rule 2a-7 of
the Investment Company Act, as determined by ABIC, until the earlier of (i) the completion of a business combination and (ii) the distribution of the funds in the Trust Account to ABIC’s shareholders, as described below.
ABIC Units, Class A Ordinary Shares, and Public Warrants are currently listed on the NYSE under the symbols “IMPX.U,” “IMPX” and “IMPX WS,” respectively.
HoldCo
HoldCo is a Delaware corporation that was formed on December 7, 2021.
The registered address of HoldCo is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.
Merger Sub
Merger Sub is a Delaware corporation that was formed on December 7, 2021.
The registered address of Merger Sub is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.
The Proposals to be Submitted at the General Meeting
The following is a summary of the Shareholder Proposals to be submitted to the ABIC shareholders at the General Meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Required Shareholder Proposals are approved at the General Meeting.
Shareholder Proposal 1: The Business Combination Proposal
As discussed in this proxy statement/prospectus, ABIC is asking its shareholders to adopt the Business Combination Agreement and approve the Business Combination. ABIC shareholders should read carefully this
 
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proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “
The Business Combination Agreement—The Business Combination Agreement; Structure of the Business Combination
” for additional information and a summary of certain terms of the Business Combination and the Business Combination Agreement. ABIC shareholders are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.
The aggregate consideration to be paid in the Business Combination is derived from an aggregate transaction enterprise value of $1.765 billion, apportioned between cash and shares of HoldCo Common Stock, as more specifically set forth in the Business Combination Agreement. At the Merger Effective Time, following the Domestication, (a) with respect to ABIC’s shareholders, (i) each share of ABIC common stock (excluding any such shares held in treasury by ABIC) (the “
Domesticated ABIC Common Stock
”) that is issued and outstanding immediately prior to Merger Effective Time will be exchanged for one share of HoldCo Common Stock, in accordance with the DGCL and the Certificate of Merger and (ii) each ABIC Warrant (the “
Domesticated ABIC Warrants
”) that is issued and outstanding immediately prior to the Merger Effective Time will be converted into a right to receive the same number of shares of HoldCo Common Stock pursuant to the ABIC Warrant Agreement and (b) with respect to HoldCo, each share of common stock of Merger Sub that is issued and outstanding immediately prior to the Merger Effective Time will be exchanged for the same number of shares of ABIC common stock. At the effective time of the Exchange, HoldCo will issue 161,000,000 shares of HoldCo Common Stock to the Company Equityholder, valued at a price per share of $10.00, in exchange for 100% of the membership interests of LiveWire. In addition to the consideration to be paid at Closing, the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161 million shares of HoldCo Common Stock and the right to receive up to an additional 12.5 million shares of HoldCo Common Stock in the future. Please read the sections titled “
Shareholder Proposal 1: The Business Combination Proposal
” and “
The Business Combination Agreement
” for further details.
Shareholder Proposal 2: The Domestication Proposal
As discussed in this proxy statement/prospectus, ABIC is asking its shareholders to approve the Domestication Proposal. Under the Business Combination Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Business Combination. As a condition to closing the Business Combination, the ABIC Board has unanimously approved, and ABIC shareholders are being asked to consider and vote upon, a proposal to approve the Domestication Proposal. The Domestication Proposal, if approved, will approve a change of ABIC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while ABIC is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon the effectiveness of the Domestication it will be governed by the DGCL. HoldCo is currently governed by the DGCL and, following the consummation of the Business Combination, will continue to be governed by the DGCL. We encourage shareholders to carefully consult the information set out below under “
Comparison of Corporate Governance and Shareholder Rights.
” The Domesticated ABIC Organizational Documents differ in certain material respects from the Existing Organizational Documents and we encourage shareholders to carefully consult the information set out below under the Existing Organizational Documents, attached hereto as
Annex B
and
Annex C
, and the Proposed HoldCo Organizational Documents, attached hereto as
Annex D
and
Annex E
. Please read the section titled “
Shareholder Proposal 2: The Domestication Proposal
” for further details.
Shareholder Proposal 3: The Charter Proposal
As discussed in this proxy statement/prospectus, ABIC is asking its shareholders to approve the Charter Proposal. Under the Business Combination Agreement, the approval of the Charter Proposal is also a condition to the consummation of the Business Combination. ABIC shareholders are being asked to adopt the proposed
 
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Domesticated ABIC Certificate of Incorporation in the form attached hereto as
Annex B
, and the proposed Domesticated ABIC Bylaws, which is included in the form attached hereto as
Annex C
, which, in the judgment of the ABIC Board, is necessary to adequately address the needs of ABIC following the Domestication and the consummation of the Business Combination. Please read the section titled “
Shareholder Proposal 3: The Charter Proposal
” for further details.
Shareholder Proposal 4: The Incentive Plan Proposal
As discussed in this proxy statement/prospectus, ABIC is asking its shareholders to approve the Incentive Plan Proposal. The ABIC Board intends to adopt, and ABIC shareholders are being asked to consider and vote upon, a proposal to approve the Incentive Plan and the material terms thereunder. The purpose of the Incentive Plan is to enhance HoldCo’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. If approved by ABIC shareholders, the Incentive Plan will become effective as of the date of such approval. Please read the section titled “
Shareholder Proposal 4: The Incentive Plan Proposal
” for further details.
Shareholder Proposal 5: The Adjournment Proposal
ABIC is proposing the Adjournment Proposal to allow the ABIC Board to adjourn the General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies for the purpose of obtaining approval of the Required Shareholder Proposals; (ii) for the absence of a quorum; (iii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the proxy statement/prospectus; or (iv) if the holders of Public Shares have elected to redeem such shares such that either (a) the shares of HoldCo Common Stock and HoldCo Warrants would not be approved for listing on the NYSE or (b) the Minimum Cash Condition would not be satisfied at Closing. Please see the section titled “
Shareholder Proposal 5: The Adjournment Proposal
” for further details.
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Required Shareholder Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
ABIC Board’s Reasons for the Approval of the Business Combination
In evaluating the transaction with LiveWire, the ABIC Board consulted with its management and legal counsel as well as financial and other advisors, and the ABIC Board considered and evaluated several factors. In particular, the ABIC Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination Proposal:
 
   
Growing Electric Vehicle (“EV”) Market.
LiveWire is an industry-leading all-electric motorcycle brand with a focus on the urban market and a mission to pioneer the rapidly growing two-wheel electric motorcycle space and beyond. LiveWire operates in a large global market in the early stage of a secular shift to EV motorcycles, which the ABIC Board believes presents an attractive, risk-adjusted investment opportunity in EV, with strong growth prospects and a large core addressable market with significant upside. Following a review of industry trends including customer preferences and recognition of the benefits of EVs, financial metrics for charging network and EV technologies, LiveWire’s evolution and other factors, the ABIC Board believes LiveWire is well-positioned to further capitalize on these trends.
 
   
ESG / Impact-Focused.
ABIC believes that LiveWire has a compelling financial profile that appeals to and aligns with its ESG priorities. LiveWire’s ESG priorities include (i) lowering
 
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carbon emissions, improving air quality and minimizing noise pollution in urban environments and beyond, (ii) determining a path to achieve net zero emissions by 2035 by designing for sustainability, decarbonizing its supply chain and operations and becoming a market leader in influencing green electricity for consumers, (iii) promoting workplace flexibility and increasing diversity among employees, (iv) driving positive change in its communities and (v) aligning interests of its stakeholders with ESG reporting transparency.
 
   
Leading the Transformation of Motorcycling.
In connection with the Business Combination, LiveWire will be the first public EV motorcycle company in the U.S. (with its products designed and developed in the U.S.). ABIC believes that LiveWire has developed strong global production capabilities to startup and scale compared to traditional original equipment manufacturers. LiveWire is uniquely positioned to lead the transformation of motorcycling. Since the LiveWire brand initially launched in 2014 with a prototype motorcycle, LiveWire’s motorcycles have been embraced by early adopters and high-profile riders.
 
   
Transformative Go-to-Market Model.
LiveWire is a modern retailer, combining the best of digital and physical purchase paths for its customers and retail partners to provide tech-forward sales and service. In addition to offering a central digital platform for purchase to enhance the customer experience, LiveWire provides four strategic retail paths for purchase, including store-in-store sales through EV-ready retail partner locations, gallery concept spaces, pop-up retail stores in key markets and LiveWire “on the road,” which brings test rides directly to LiveWire customers. Furthermore, LiveWire’s retail network is rapidly expanding in priority markets by leveraging
H-D’s
traditional motorcycle dealer network and working with retail partners who possess a strong sales track record, presence in a priority market, commitment to LiveWire’s mission and expertise in the EV retail and service industry.
 
   
Growing International Presence.
As a pure-play EV brand with first mover advantage, LiveWire has an established brand presence in North America and Europe, with planned expansion in additional markets, including Asia-Pacific. In particular, LiveWire has laid solid foundations for growth in Australia, Japan, South Korea and China.
 
   
Backed by World-Class Financial and Strategic Partners.
LiveWire will benefit from the operational and manufacturing support of industry-leading financial and strategic partners H-D and the KYMCO Group, each of which has provided significant investment in the Business Combination. With H-D’s 118-year heritage, technical expertise and global network of ~1,400 dealers, LiveWire is strategically linked to the H-D brand, enhancing LiveWire’s distribution, retail, design, engineering and manufacturing capabilities. The KYMCO Group is a Taiwanese motorcycle and sport vehicle manufacturer with a presence in over 100 countries. Through these partnerships, LiveWire is well-positioned to leverage the engineering expertise, manufacturing footprint, established distribution channels, supply chain infrastructure and global logistics capabilities of H-D and the KYMCO Group, which may create an opportunity for global at-scale manufacturing and purchasing efficiencies in priority markets. Further, the KYMCO Group’s investment provided further validation for ABIC’s valuation.
 
   
Portfolio of Products to Drive Growth.
With a robust new product pipeline, LiveWire is
well-positioned
to, and has a clearly defined strategy to, capture increasing global market share and consumer adoption in the growing EV industry, following significant research and development investments to date. LiveWire has a demonstrated track record of research and development investments, providing breakthrough technologies and features for its premium electric motorcycle and is poised to extend its portfolio of products to include a range of middleweight applications. LiveWire is leveraging the latest technologies to address heavyweight motorcycles and anticipates future improvements in motorcycle range and charging capabilities.
 
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Additionally, LiveWire is actively attracting new riders and building brand allegiance by offering premier electric bikes for kids and older kids (including STACYC, the all-electric balance bike for kids). Beyond its motorcycle sales, LiveWire has created multiple growth vectors, including through its software and subscription services consumer financing and protection services, general merchandising of apparel and equipment and parts and accessories related-services.
 
   
Differentiated Expertise in Key Technologies.
LiveWire’s motorcycles utilize breakthrough technology and features, including built-in cellular connectivity and GPS, customizable ride modes, advanced control technology and the LiveWire app, providing the rider with a unique customer experience. Arrow, LiveWire’s highly differentiated proprietary modular EV system, is scalable for future vehicle configurations, can be brought quickly to market, is a more efficient investment for new motorcycle models, includes lower incremental parts development and provides greater flexibility to evolving regulations. Through its partnership with the KYMCO Group, LiveWire’s strategic plans include scaling down the Arrow architecture to a platform of lightweight two-wheelers.
 
   
Mission-Driven Leadership Team with a Strong Track Record.
The ABIC Board believes that LiveWire has a strong, experienced public company management team with a proven track record of operational excellence. We are confident in the management team’s deep industry knowledge and strategic vision and believe that the ABIC and LiveWire teams will form a collaborative and effective long-term partnership that is positioned to create and enhance stockholder value going forward. We believe that existing H-D officers Jochen Zeitz, who will serve as Executive Chairman of the HoldCo Board and Acting Chief Executive Officer of HoldCo for up to two years following the Closing, and Ryan Morrissey, who will serve as President of HoldCo following the Closing, will provide important continuity in advancing LiveWire’s strategic and growth objectives. Additionally, Jochen Zeitz will continue in his capacity as Chief Executive Officer of H-D and following the appointment of a permanent Chief Executive Officer of HoldCo, will retain his role as Executive Chairman of HoldCo.
 
   
Transaction Proceeds.
Depending on the extent of redemptions by ABIC’s Public Shareholders and on the final amount of the expenses incurred in connection with the Business Combination, the Business Combination is expected to provide up to approximately $545 million of gross cash proceeds to LiveWire’s balance sheet. This additional cash injection is expected to, among other things, fund LiveWire’s strategic plan to accelerate its go-to-market model, invest in new production development and enhance its global manufacturing and distribution capabilities.
 
   
Due Diligence.
The ABIC Board reviewed and discussed in detail the results of the due diligence examination of LiveWire conducted by ABIC’s management team and ABIC’s financial, legal and regulatory advisors, including extensive telephonic and in-person meetings with the management team and advisors of H-D regarding LiveWire and its business plan, operations, prospects and forecasts, research on the EV industry, including historical growth trends and market share information as well as end-market size and growth projection, evaluation analyses with respect to the Business Combination, review of material contracts (including LiveWire’s exclusive retailer, dealer, and supplier contracts), LiveWire’s audited and unaudited financial statements, and other material matters, as well as general financial, technical, legal, intellectual property, regulatory, tax and accounting due diligence.
 
   
Financial Condition.
The ABIC Board reviewed factors such as LiveWire’s historical financial results, and outlook and business and financial plans. In reviewing these factors, the ABIC Board believed that LiveWire was well-positioned in its industry for potential strong future growth and therefore was likely to be positively viewed by public investors.
 
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Reasonableness of Consideration.
Following a review of the financial data provided to ABIC and the due diligence of LiveWire’s business conducted by ABIC’s management and ABIC’s advisors and the support for the implied valuation of LiveWire indicated by the commitments obtained in the PIPE Financing, the board of directors of LiveWire determined that the aggregate consideration to be paid in the Business Combination was reasonable.
 
   
Post-Closing Economic Interest in HoldCo.
If the Business Combination is consummated, ABIC shareholders (other than ABIC shareholders that sought redemption of their Class A Ordinary Shares) would have a meaningful economic interest in HoldCo and, as a result, would have a continuing opportunity to benefit from the success of LiveWire following the consummation of the Business Combination.
 
   
Lock-Up.
H-D and/or its subsidiaries and certain Sponsor parties have agreed to be subject to a lock-up in respect of their shares of HoldCo Common Stock (ranging from 12 or 18 months for Sponsor parties to seven years for H-D and/or its subsidiaries and subject to certain customary exceptions).
 
   
Financing.
The agreement of the KYMCO Group investors to invest $100 million in HoldCo at Closing of the Business Combination at $10.00 per share, for an aggregate of 10,000,000 shares of HoldCo Common Stock. H-D’s commitment to subscribe for shares of HoldCo Common Stock, in an aggregate amount of up to $100 million to fund any redemptions by ABIC shareholders. H-D’s commitment to purchase an aggregate of 10,000,000 shares of HoldCo Common Stock, for an aggregate amount of $100 million subject to the satisfaction (or waiver) of certain of H-D’s Closing conditions.
 
   
Post-Business Combination Corporate Governance.
The fact that the Sponsor will have certain post-closing corporate governance rights in HoldCo, including the right to nominate a director to the HoldCo Board. Additionally, the HoldCo Board will include, among other committees, an Audit and Finance Committee and Conflicts Committee (to oversee conflicts arising in connection with the H-D relationship) comprised of all independent directors as further described in “
Management of HoldCo Following the Business Combination—Nominating and Corporate Governance Committee Information.
 
   
Negotiated Transaction.
The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between ABIC and H-D.
The ABIC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:
 
   
Macroeconomic Risks.
The risk that the future financial performance of LiveWire may not meet the ABIC Board’s expectations due to factors in LiveWire’s control or out of its control.
 
   
Redemption Risk.
The potential that a significant number of ABIC’s shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Existing Organizational Documents.
 
   
Exclusivity.
The fact that the Business Combination Agreement includes an exclusivity provision that prohibits ABIC and H-D from soliciting other business combination proposals, as further discussed in “
The Business Combination Agreement—Covenants of the Parties—Other Covenants of ABIC.
 
   
Separation from the H-D Business.
The separation of the LiveWire business from H-D may involve certain risks, including (i) the fact that the business of LiveWire overlaps and competes
 
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with H-D in certain markets may affect LiveWire’s ability to build and maintain relationships with partners, dealers, suppliers and customers, (ii) LiveWire’s inability to maintain a strong relationship with H-D or to favorably resolve any disputes could result in a significant reduction of LiveWire’s revenue, (iii) following termination of the Contract Manufacturing Agreement to be entered into at Closing (pursuant to which H-D will continue to provide LiveWire with contracting manufacturing services for a proscribed period of time), LiveWire will need to engage a third-party contractor or build its own in-house manufacturing capability to make its products, which could result in significant cost and expense, (iv) the fact that LiveWire is dependent, and following completion of the Business Combination, will remain dependent on H-D for a number of services, including certain financial and accounting, IT-back of house operations, IP, quality safety and testing-related services, (v) the fact that H-D will retain certain assets utilized in the LiveWire business and (vi) the fact that H-D holds the direct contractual relationship with many key suppliers required for LiveWire to produce its EVs and disputes between H-D and such key suppliers may negatively impact LiveWire’s vehicle production.
 
   
Stockholder Vote.
The risk that ABIC’s shareholders may fail to provide the votes necessary to approve and effect the Business Combination.
 
   
Closing Conditions.
The potential risks and costs associated with the Business Combination failing to be consummated in a timely manner or that Closing might not occur despite the reasonable best efforts of the parties. The completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within ABIC’s control.
 
   
Listing Risks.
The challenges associated with preparing HoldCo, a privately held entity, for the applicable disclosure, controls and listing requirements to which HoldCo will be subject as a publicly traded company on the NYSE.
 
   
Fees and Expenses.
The expected fees and expenses associated with the Business Combination and related transactions, some of which would be payable regardless of whether the Business Combination is ultimately consummated and the substantial time and effort of management required to complete the Business Combination.
 
   
Dilution; ABIC Shareholders Receiving a Minority Position in HoldCo.
The fact that ABIC’s shareholders will experience dilution as a result of the issuance of shares of HoldCo Common Stock to H-D as consideration in the Business Combination (and may experience dilution as a result of future issuances or resales of shares of HoldCo Common Stock). The fact that ABIC’s shareholders will hold a minority interest in HoldCo, which will limit or preclude the ability of ABIC’s shareholders to influence corporate matters, including any future potential change in control or other material transaction, The ABIC Board determined that such facts were outweighed by the long-term benefits that the potential Business Combination would provide to ABIC’s shareholders and future shareholders of ABIC after Closing.
 
   
PIPE Financing.
The risk that HoldCo does not obtain the commitments related to the PIPE Financing or otherwise retain sufficient cash in the Trust Account or find replacement cash to meet the requirements of the Business Combination.
 
   
Litigation.
The possibility of shareholder litigation challenging the Business Combination.
 
   
Financial Opinion.
The risk that ABIC did not obtain a third-party valuation or financial opinion from any independent investment banking or accounting firm in determining whether to proceed with the Business Combination (and may not obtain such valuation or opinion).
 
   
COVID-19.
The impact of the COVID-19 pandemic on the LiveWire business.
 
   
Other Risks.
Various other risks associated with the Business Combination, the business of ABIC and the business of ABIC described under the section entitled “
Risk Factors.
 
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In addition to considering the factors described above, the ABIC Board also considered that certain of the officers and directors of ABIC may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of ABIC’s shareholders (see “—
Interests of Certain Persons, the Sponsor, and ABIC Directors and Executive Officers in the Business Combination
” below). ABIC’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in valuating and approving, as members of the ABIC Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.
The ABIC Board concluded that the potential benefits that it expected ABIC and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the ABIC Board determined that the Business Combination Agreement and the Business Combination were advisable, fair to and in the best interests of ABIC and its shareholders.
For more information about the ABIC Board’s decision-making process concerning the Business Combination, please see the section entitled “
Shareholder Proposal 1: The Business Combination Proposal—ABIC Board’s Reasons for Approval of the Business Combination
.”
Certain Agreements Related to the Business Combination
In connection with the Business Combination, certain related agreements have been, or will be entered into, on or prior to the closing of the Business Combination, including the Investment Agreements, the Investor Support and the Inside Letter Agreement. See the section titled “
The Business Combination Agreement—Certain Agreements Related to the Business Combination
” of this proxy statement/prospectus for additional information.
The General Meeting
Date, Time and Place of the General Meeting
ABIC’s General Meeting is to be held at 10:00 a.m., Eastern Time, on [●], 2022, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, 50th Floor, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As part of our precautions regarding COVID-19, we are planning for the meeting to be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of the Existing Organizational Documents. Only shareholders who hold ABIC Shares at the close of business on the record date will be entitled to vote at the General Meeting.
Record Date; Outstanding Shares; Shareholders Entitled to Vote
ABIC shareholders will be entitled to vote or direct votes to be cast at the General Meeting if they owned ABIC Shares at the close of business on [●], 2022, which is the Record Date for the General Meeting. Shareholders will have one vote for each ABIC Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. ABIC Warrants do not have voting rights. As of the close of business on the record date, there were 50,000,000 ABIC Shares issued and outstanding, of which 40,000,000 were issued and outstanding Public Shares.
The Sponsor, the members of the ABIC Board and the executive officers of ABIC have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, in the case of the Sponsor, subject also to the terms and conditions contemplated by the Investor Support Agreement, and waive their redemption rights in connection with the closing of the Business Combination with
 
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respect to any ABIC Shares held by them. As of the date of this proxy statement/prospectus, the ABIC Initial Shareholders owned of record an aggregate of 10,000,000 Class B Ordinary Shares and 2,500,000 Class A Ordinary Shares, representing approximately 25% of the issued and outstanding ABIC Shares. The ABIC Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price.
Quorum and Required Vote
A quorum of ABIC shareholders is necessary to hold the General Meeting. A quorum will be present at the General Meeting if the holders of a majority of the issued and outstanding ABIC Shares, who, being present and entitled to vote at a meeting of ABIC’s shareholders, vote at such meeting.
Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal and the Incentive Plan Proposal is interdependent upon the others and must be approved in order for ABIC to complete the Business Combination as contemplated by the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any of the other proposals. The Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding ABIC Shares, who, being present and entitled to vote at a meeting of ABIC’s shareholders, vote at such meeting. The Domestication Proposal and the Charter Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the outstanding ABIC Shares, who, being present and entitled to vote at a meeting of ABIC’s shareholders, vote at such meeting. If any of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal or the Incentive Plan Proposal fails to receive the required approval, none will be approved and the Business Combination will not be completed.
Recommendation to Shareholders of ABIC
The ABIC Board has unanimously approved each of the Shareholder Proposals. The ABIC Board unanimously recommends that shareholders:
 
   
Vote “FOR” the Business Combination Proposal;
 
   
Vote “FOR” the Domestication Proposal;
 
   
Vote “FOR” the Charter Proposal;
 
   
Vote “FOR” the Incentive Plan Proposal; and
 
   
Vote “FOR” the Adjournment Proposal.
When you consider the recommendation of the ABIC Board in favor of approval of the Required Shareholder Proposals, you should keep in mind that the Sponsor, our directors and our executive officers have interests in such proposal that are different from, or in addition to, those of ABIC shareholders and warrant holders generally. These interests include that the Sponsor as well as our executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Public Shares they may have acquired or may acquire in the future), and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate ABIC. See the section entitled “
Shareholder Proposal 1: The Business Combination Proposal—Interests of Certain Persons in the Business Combination
” for a further discussion of these considerations.
 
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Redemption Right
Pursuant to the Existing Organizational Documents, a Public Shareholder may request that ABIC redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
 
  1.
(i) (a) hold Public Shares, or (b) hold Public Shares through units, you elect to separate your units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
 
  2.
prior to 5:00 pm, Eastern Time on [●], 2022, (a) submit a written request to the Transfer Agent, in which you (i) request that the Company redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and (b) deliver your Public Shares to the Transfer Agent, physically or electronically through DTC.
Public Shareholders may seek to have their Public Shares redeemed by ABIC, regardless of whether they vote for or against the Business Combination Proposal or any other Shareholder Proposal and whether they held Public Shares as of the record date or acquired them after the record date. Any Public Shareholder who holds ABIC Shares on or before [●], 2022 (two (2) business days before the General Meeting) will have the right to demand that his or her shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in the Trust Account of approximately $400,214,519 on December 31, 2021 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $10.01. A Public Shareholder who has properly tendered his or her Public Shares for redemption will be entitled to receive his or her pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered Public Shares will be returned to the relevant Public Shareholders as appropriate.
ABIC Public Shareholders who seek to redeem their Public Shares must demand redemption no later than 5:00 p.m., Eastern Time, on [●], 2022 (two business days before the General Meeting) by (a) submitting a written request to the Transfer Agent that ABIC redeem such holder’s Public Shares for cash, (b) affirmatively certifying in such request to the Transfer Agent for redemption if such holder is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) with any other shareholder with respect to ABIC Shares and (c) delivering their ABIC Shares, either physically or electronically using DTC’s DWAC System, at the holder’s option, to the Transfer Agent prior to the General Meeting. If a Public Shareholder holds the Public Shares in street name, such Public Shareholder will have to coordinate with his or her broker to have such Public Shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming Public Shareholder. In the event the Business Combination is not completed, this may result in an additional cost to Public Shareholders for the return of their shares.
Notwithstanding the foregoing, a Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of ABIC’s Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed
 
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by ABIC. We have no specified maximum redemption threshold under the Existing Organizational Documents, other than the aforementioned 15% threshold, except that in no event will we redeem ordinary shares in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of Public Shares by our Public Shareholders will reduce the amount in our Trust Account.
Additionally, pursuant to the Investor Support Agreement, the Sponsor and ABIC’s current officers and directors have, for no additional consideration, agreed to waive their all of their redemption rights with respect to any ABIC Shares owned by them, directly or indirectly. The ABIC Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. The closing price of ABIC Class A Ordinary Shares on the date immediately prior to the date of this proxy statement/prospectus was $9.86. The cash held in the Trust Account as of September 30, 2021, was approximately $ 10.01 per Public Share. Prior to exercising their redemption rights, shareholders should verify the market price of ABIC Shares as they may receive higher proceeds from the sale of their shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price, ABIC cannot assure its shareholders that they will be able to sell their ABIC Shares in the open market, even if the market price per share is higher than the Redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. A Public Shareholder who properly exercises its redemption rights pursuant to the procedures set forth herein will be entitled to receive a full pro rata portion of the aggregate amount then on deposit in the Trust Account, less any amounts necessary to pay ABIC’s taxes.
For more information, see “
General Meeting of ABIC Shareholders—Redemption Rights.
Emerging Growth Company
ABIC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. ABIC has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, ABIC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ABIC’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of ABIC’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s
 
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second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Material Tax Consequences
For a detailed discussion of material U.S. federal income tax consequences of the Business Combination, see the section titled “
Material Tax Considerations
” in this proxy statement/prospectus.
Anticipated Accounting Treatment of the Business Combination
The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, ABIC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of LiveWire issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of LiveWire.
Regulatory Approvals Required
The parties’ obligation to consummate the Business Combination is subject to these requirements and may not be completed until the expiration of a
30-day
waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC. ABIC and
H-D
filed the required forms under the HSR Act with the Antitrust Division and the FTC on January 24, 2022. At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws or foreign direct investment laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of LiveWire’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under such antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust or foreign direct investment grounds, and, if such a challenge is made, we cannot assure you as to its result.
Neither ABIC nor HoldCo is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Appraisal Rights
ABIC’s shareholders have no appraisal rights in connection with the Business Combination, the Domestication, or the Merger under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, via telephone or via
e-mail
or other electronic correspondence. ABIC has engaged Morrow to assist in the solicitation of proxies.
 
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If an ABIC shareholder grants a proxy, such shareholder may still vote its shares in person if it revokes its proxy before the General Meeting. An ABIC shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “
General Meeting of ABIC Shareholders
— Revoking Your Proxy; Changing Your Vote
.”
Interests of Certain Persons in the Business Combination
When you consider the recommendation of the ABIC Board in favor of approval of the Required Shareholder Proposals, you should keep in mind that the Sponsor, our directors and our executive officers have interests in such proposal that are different from, or in addition to, those of ABIC shareholders and warrant holders generally. These interests include that the Sponsor as well as our executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Public Shares they may have acquired or may acquire in the future), and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate ABIC.
Additionally, among other things, these interests include the following:
 
   
the fact that the Sponsor and ABIC’s directors have agreed not to redeem any ABIC Shares held by them in connection with the shareholder vote to approve a proposed initial business combination, including the Business Combination;
 
   
the fact that the Sponsor paid an aggregate of $25,000 for the 10,000,000 Founder Shares currently owned by the Sponsor, in which certain of ABIC’s officers and directors hold a direct and indirect interest, and the independent directors. The Founder Shares would be worthless if the Business Combination or another business combination is not consummated by September 30, 2022 because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such securities may have a significantly higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be valued at approximately $98.2 million, based upon the closing price of $9.87 per Class A Ordinary Share on the NYSE on February 2, 2022;
 
   
the fact that if the Business Combination or another business combination is not consummated by September 30, 2022, the 10,500,000 Private Placement Warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, held by the Sponsor, in which certain of ABIC’s officers and directors hold a direct and indirect interest, and which were acquired for an aggregate purchase price of $10,500,000 in a private placement that took place simultaneously with the consummation of the IPO, would become worthless. Such securities may have a higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be valued at approximately $7.1 million, based upon the closing price of $0.68 per Public Warrant on the NYSE on February 2, 2022;
 
   
the fact that if the Business Combination or another business combination is not consummated by September 30, 2022, ABIC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Class A Ordinary Shares for cash and, subject to the approval of its remaining shareholders and the ABIC Board, dissolving and liquidating; and
 
   
the fact that the Sponsor Group paid an aggregate of $10,525,000 for its investment in HoldCo, as summarized in the table below, and following the consummation of the Business Combination, the aggregate value of the Sponsor’s investment will be $105,356,500, based upon the respective closing price of the Class A Ordinary Shares and the public warrants on the NYSE on February 2, 2022.
 
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Sponsor Group Ownership of ABIC Prior to Closing
 
    
Securities
Held by
Sponsor
Group
    
Sponsor Cost
at ABIC’s IPO ($)
 
Founder Shares
     9,950,000      $ 25,000
(1)
 
Private Placement Warrants
     10,500,000      $ 10,500,000  
     
 
 
 
Total
     
$
10,525,000
 
 
(1)
 
Includes cost for 50,000 Founder Shares held by the independent directors.
Sponsor Group Ownership of HoldCo Following the Closing
 
    
Securities
Held by
Sponsor
Group
Prior
to Closing
    
Value per
Security
($)
    
Total Value ($)
 
Shares of HoldCo Common Stock Issued to Holders of Founder Shares
     9,950,000      $ 9.87      $ 98,206,500  
HoldCo Private Placement Warrants
     10,500,000      $ 0.68      $ 7,140,000  
     
 
 
    
 
 
 
Total
        
$
105,346,500
 
 
   
the fact that the Sponsor, officers or directors, or their affiliates may be reimbursed for any
out-of-pocket
expenses incurred on ABIC’s behalf related to identifying, investigating, negotiating and completing an initial business combination, including the formation and setting up of the Sponsor and related entities. As of the date of this proxy statement/prospectus, no
out-of-pocket
expenses have been incurred by ABIC’s officers and directors and there are no outstanding
out-of-pocket
expenses for which ABIC’s officers or directors are awaiting reimbursement;
 
   
the fact that the Sponsor and ABIC’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if ABIC fails to complete an initial business combination by September 30, 2022;
 
   
the fact that the Stockholders Agreement and HoldCo Registration Rights Agreement will be entered into by, among others, the Sponsor;
 
   
the fact that, pursuant to the Business Combination Agreement, the Sponsor will have certain governance rights in respect of HoldCo that will be set forth in HoldCo’s governing documents and in the Stockholders Agreement;
 
   
the right of the Sponsor to hold shares of HoldCo Common Stock following the Business Combination, subject to the terms and conditions of the
lock-up
restrictions;
 
   
the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
 
   
the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other ABIC shareholders experience a negative rate of return in HoldCo;
 
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the fact that the Sponsor and ABIC’s officers and directors will lose their investment in ABIC and will not be reimbursed for any
out-of-pocket
expenses incurred by them on ABIC’s behalf incident to identifying, investigating and consummating an initial business combination if an initial business combination is not consummated by September 30, 2022;
 
   
the fact that if the Trust Account is liquidated, including in the event ABIC is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify ABIC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which ABIC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to ABIC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;
 
   
the fact that John Garcia, who is currently the Executive Chairman,
Co-Chief
Executive Officer and Director of ABIC, owns 2,500,000 Class A Ordinary Shares; and
 
   
the fact that the Business Combination Agreement provides for the continued indemnification of ABIC’s existing directors and officers and required LiveWire to purchase, at or prior to the Closing, and maintain in effect for a period of six years after the Closing, a “tail” policy providing directors’ and officers’ liability insurance coverage for certain ABIC directors and officers after the Business Combination.
In addition, certain persons who are expected to become HoldCo directors after the completion of the Business Combination may have interests in the Business Combination that are different from, or in addition to, the interests of the ABIC shareholders. See “
Shareholder Proposal 1: The Business Combination Proposal
—Interests of Certain Persons in the Business Combination
” for more information.
The personal and financial interests of the Sponsor as well as ABIC’s executive officers and directors may have influenced their motivation in identifying and selecting LiveWire as a business combination target, completing the Business Combination with LiveWire and influencing the operation of the business following the Business Combination. In considering the recommendations of the ABIC Board to vote for the proposals, its shareholders should consider these interests. Additionally, following the Closing, the Sponsor will have the right to designate one member of the HoldCo Board, who is initially expected to be John Garcia. Any vote made by such individual appointed by the Sponsor as part of such individual’s service on the HoldCo Board does not express the vote of ABIC in any capacity, but solely such individual’s vote as a director of HoldCo.
Interests of HoldCo Directors and Executive Officers in the Business Combination
When you consider the recommendation of the ABIC Board in favor of approval of the Shareholder Proposals, you should keep in mind that HoldCo and LiveWire’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of ABIC shareholders and warrant holders generally. These interests, among other things, are discussed in “
Executive Compensation of LiveWir
e.
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination (i) assuming that none of the Class A Ordinary Shares are redeemed in connection with the Business Combination and (ii) assuming that the contractual maximum number of Class A Ordinary Shares with the available Backstop are redeemed in connection with the Business Combination, while still satisfying the Minimum Cash Condition. For an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of the Class A Ordinary Shares in an illustrative redemption scenario, in a
 
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contractual maximum redemption scenario and a charter redemption limitation scenario, see “
Risk Factors —
Risks Related
to the
Business Combination
and
ABIC
— The Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of HoldCo Common Stock as consideration in the
Business Combination
and in the PIPE Financing.
No Redemption
(1)
 
    
Source of Funds
(in millions)
 
Existing Equity Rollover
   $ 1,610.0  
Cash and Investments Held in Trust Account
(2)
     400.2  
Company Equityholder PIPE Investment
     100.0  
KYMCO PIPE Investment
     100.0  
Total Sources
   $ 2,210.2  
 
    
Uses
(in millions)
 
Existing Equity Rollover
   $ 1,610.0  
Shareholder Redemptions
     —    
Cash to LiveWire Balance Sheet
     550.8  
Estimated Transaction Fees and Expenses
(3)
     49.4  
Total Uses
   $ 2,210.2  
 
(1)
 
Figures exclude impact of cash and cash equivalents as well as outstanding payables at ABIC.
(2)
 
As of September 30, 2021.
(3)
 
Represents an estimated amount, inclusive of IPO deferred underwriting fee, accounting, legal and other fees related to the Business Combination.
Contractual Maximum Redemption
(1)
 
    
Source of Funds
(in millions)
 
Existing Equity Rollover
   $ 1,610.0.0  
Cash and Investments Held in Trust Account
(2)
     400.2  
Company Equityholder PIPE Investment
     100.0  
KYMCO PIPE Investment
     100.0  
Backstop
     100.0  
Total Sources
   $ 2,310.2  
 
    
Uses
(in millions)
 
Existing Equity Rollover
   $ 1,610.0  
Shareholder Redemptions
     375.2  
Cash to LiveWire Balance Sheet
     275.6  
Estimated Transaction Fees and Expenses
(3)
     49.4  
Total Uses
   $ 2,310.2  
 
(1)
 
Figures exclude impact of cash and cash equivalents as well as outstanding payables at ABIC.
(2)
 
As of September 30, 2021.
(3)
 
Represents an estimated amount, inclusive of IPO deferred underwriting fee, accounting, legal and other fees related to the Business Combination.
 
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Risk Factor Summary
The LiveWire business and the Business Combination are subject to numerous risks. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the Annexes, and especially consider the factors discussed in the section entitled “
Risk Factors
.” The occurrence of one or more of the events or the circumstances described in the section titled “
Risk Factors
,” alone or in combination with other events or circumstances, may adversely affect HoldCo’s, LiveWire’s and ABIC’s ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition or results of operations of HoldCo and LiveWire. References below to LiveWire shall be deemed to also refer to HoldCo and the post-Business Combination company, as the context requires or as appropriate. These risks include the following:
Risks Related to LiveWire
 
   
We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for several years. We have yet to achieve positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain;
 
   
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment;
 
   
We may be unable to develop and produce electric vehicles of sufficient quality, and on a schedule and scale, that would appeal to a large customer base;
 
   
If we fail to achieve unit sales expectations, our business, prospects, financial condition and operating results could be adversely impacted;
 
   
We are a pioneer in a new space. As we scale and expand our business, we may not be able to adequately control the costs of our operations;
 
   
The electric vehicle sector is rapidly growing and our products and services are and will be subject to strong competition from a growing list of competitors;
 
   
Our business and prospects depend significantly on our ability to build the LiveWire brand and consumers’ recognition, acceptance and adoption of the LiveWire brand. We may not succeed in continuing to maintain and strengthen the LiveWire brand;
 
   
We have an established standard of quality and associated consumer expectations through our
H-D
motorcycle lineage. If we are unable to continue providing quality services and customer service, our business and reputation may be materially and adversely affected;
 
   
Our relationship to
H-D
and the
H-D
presents potential opportunities, synergies and risks. Our brand and reputation could be harmed if we fail to realize those synergies through negative publicity regarding
H-D
and its products and services;
 
   
We may experience operational and financial risks if we fail to effectively and appropriately separate the LiveWire brand from the
H-D
business;
 
   
H-D
could make decisions for the benefit of its overall business that could negatively impact our overall business;
 
   
Our relationship to
H-D
may impact our other business relationships or potential business relationships;
 
   
Leveraging contract manufacturers, including
H-D,
the KYMCO Group and other partners, to contract manufacture electric vehicles is subject to risks; or
 
   
If retail partners are unwilling to participate in our
go-to-market
business model, it may have negative impacts on our business.
 
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Risks Related to Separation
 
   
Our business and H-D’s business overlap and we may compete, or be perceived as competitors, in certain markets;
 
   
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment;
 
   
After this offering, we will be a smaller company relative to
H-D,
which could result in increased costs because of a decrease in our purchasing power and difficulty maintaining existing customer relationships and obtaining new customers;
 
   
We are dependent on
H-D
for a number of services, including services relating to quality and safety testing. If those service arrangements terminate, it will require significant investment for us to build our own safety and testing facilities, or we may be required to obtain such services from another third party at increased costs;
 
   
Any decision by us to electrify
H-D
products, or the products of any other company, may not achieve the intended results or return on investment when compared with developing our own motorcycle portfolio; or
 
   
Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the Business Combination.
Risks Related to the Business Combination and ABIC
 
   
ABIC and LiveWire will incur significant transaction and transition costs in connection with the Business Combination.
 
   
If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.
 
   
The Sponsor and each of ABIC’s officers and directors agreed to vote in favor of our initial business combination, including the Business Combination in particular, as applicable, regardless of how the Public Shareholders vote.
 
   
Since the Sponsor and our executive officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with HoldCo is appropriate as our initial business combination and in recommending that shareholders vote in favor of approval of the Required Shareholder Proposals. Such interests include that the Sponsor and our executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Public Shares they may have acquired during or may acquire after the IPO), and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate ABIC.
 
   
The ability of the Public Shareholders to exercise their redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
 
   
A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of shares of HoldCo Common Stock to drop significantly, even if HoldCo’s business is doing well.
 
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MARKET PRICE AND DIVIDEND INFORMATION
ABIC
ABIC Units, Class A Ordinary Shares, and Public Warrants are currently listed on the NYSE under the symbols “IMPX.U,” “IMPX” and “IMPX WS,” respectively. The ABIC Units will automatically separate into their component securities following the Domestication and, as a result, will no longer trade as an independent security. Upon the Closing, the shares of HoldCo Common Stock and HoldCo Warrants will be listed on the NYSE under the symbols “LVW” and “LVW WS,” respectively.
The closing price of the ABIC Units on December 8, 2021, Class A Ordinary Shares on December 10, 2021, and Public Warrants on December 10, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.26, $9.85 and $0.81, respectively.
Holders of the ABIC Units, Class A Ordinary Shares and Public Warrants should obtain current market quotations for their securities. The market price of ABIC Securities could vary at any time before the Business Combination.
Holders
As of December 31, 2021, there was 1 holder of record of ABIC Units, 1 holder of record of Class A Ordinary Shares, 3 holders of record of Class B Ordinary Shares and 3 holders of record of ABIC Warrants (1 of whom was a public holder). The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose ABIC Units, Class A Ordinary Shares and Public Warrants are held of record by banks, brokers and other financial institutions.
Dividends
ABIC has not paid any cash dividends on the ABIC Units to date and does not intend to pay cash dividends prior to the completion of the Business Combination. Assuming the Business Combination is consummated, the payment of cash dividends in the future will be dependent, among other things, upon LiveWire’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination as well as compliance with the Proposed HoldCo Certificate of Incorporation and Proposed HoldCo Bylaws and Delaware law. The payment of any dividends following the Business Combination will be subject to the relevant provisions of the Proposed HoldCo Certificate of Incorporation and Proposed HoldCo Bylaws. See also “
Description of HoldCo
s Securities—Common Stock—Dividend rights
.” The ability of HoldCo to declare dividends may also be limited by the terms of financing or other agreements entered into by HoldCo from time to time.
HoldCo
Historical market price information for shares of HoldCo Common Stock is not provided because there is no public
market for shares of HoldCo Common Stock. See “
Management’s Discussion and Analysis of Financial Condition and
Results of Operations of LiveWire
.”
H-D
H-D’s shares are currently listed on the NYSE under the symbol “HOG.” The closing price of the
H-D
shares on December 10, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $36.81.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF LIVEWIRE
The selected historical combined statements of operations and comprehensive loss data of LiveWire for the years ended December 31, 2020 and 2019 and the historical combined balance sheet data as of December 31, 2020 and 2019 are derived from LiveWire’s audited combined financial statements included elsewhere in this proxy statement/prospectus. The selected historical combined statements of operations and comprehensive loss data of LiveWire for the nine months ended September 26, 2021 and nine months ended September 27, 2020 and the historical combined balance sheet data as of September 26, 2021 are derived from LiveWire’s unaudited interim combined financial statements included elsewhere in this proxy statement/prospectus.
You should read the following selected combined historical financial data together with the section titled “
Management’s Discussion and Analysis of Financial Condition and Results of Operations of LiveWire
” and LiveWire’s financial statements and related notes included elsewhere in this proxy statement/prospectus. LiveWire’s historical results are not necessarily indicative of the results that may be expected in the future and LiveWire’s results for the nine months ended September 26, 2021 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2021 or any other period.
 
    
Nine Months Ended
    
Year Ended
 
(Amounts in thousands)
  
September 26,
2021
    
September 27,
2020
    
December 31,
2020
    
December 31,
2019
 
Revenue, net
   $ 22,933      $ 35,879      $ 30,863      $ 20,188  
Costs and expenses:
           
Cost of goods sold
     26,050        37,602        55,819        21,298  
Engineering expense
     13,005        10,583        23,036        22,085  
Selling, general and administrative expense
     32,123        22,905        29,063        34,912  
  
 
 
    
 
 
    
 
 
    
 
 
 
Operating expense
     71,178        71,090        107,918        78,295  
  
 
 
    
 
 
    
 
 
    
 
 
 
Operating loss
     (48,245      (35,211      (77,055      (58,107
Other (expense) / income, net
     (19      (5      (30      75  
Interest expense related party
     (198      (94      (186      (1
Interest income
     11        16        56        41  
  
 
 
    
 
 
    
 
 
    
 
 
 
Loss before income taxes
     (48,451      (35,294      (77,215      (57,992
Income tax provision (benefits)
     55        163        357        (1,475
  
 
 
    
 
 
    
 
 
    
 
 
 
Net loss
     (48,506      (35,457      (77,572      (56,517
Other comprehensive (loss) income:
           
Foreign currency translation adjustments
     (68      (81      236        (6
  
 
 
    
 
 
    
 
 
    
 
 
 
Comprehensive loss
   $ (48,574    $ (35,538    $ (77,336    $ (56,523
  
 
 
    
 
 
    
 
 
    
 
 
 
 
    
As of September 26,
    
As of December 31,
 
    
2021
    
2020
    
2019
 
    
(in thousands)
    
(in thousands)
 
Balance sheet data:
        
Total assets
   $ 60,850      $ 51,740      $ 45,210  
Total liabilities
     45,486        49,717        23,413  
Total equity
     15,364        2,023        21,797  
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF ABIC
The following tables contain summary historical financial data for ABIC. Such data as of December 31, 2020 has been derived from the audited financial statements of ABIC included elsewhere in this proxy statement/prospectus. The selected historical interim data as of September 30, 2021, for the nine months ended September 30, 2021 and for the period from July 29, 2020 (inception) through September 30, 2020 has been derived from the unaudited financial statements of ABIC included elsewhere in this proxy statement/prospectus.
The information below is only a summary and should be read in conjunction with ABIC’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus and the section entitled “
Management
s Discussion and Analysis of Financial Condition and Results of Operations of ABIC.
” ABIC’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
 
   
For the nine
months ended
September 30,
2021
   
For the period
from July 29,
2020 (inception)
through
September 30,
2020
 
   
(Unaudited)
   
(Unaudited)
 
Formation and operational costs
  $ 3,838,489     $ 5,005  
Loss from operations
    (3,838,489     (5,005
Other income (expense):
   
Interest earned on investments held in Trust Account
    129,415       —    
Change in fair value of warrant liability
    27,145,000       —    
 
 
 
   
 
 
 
Total other income (expense)
    27,274,415       —    
 
 
 
   
 
 
 
Net income (loss)
  $ 23,435,926     $ (5,005
 
 
 
   
 
 
 
Weighted average shares outstanding of Class A Ordinary Shares
    40,000,000       —    
Basic and diluted net income per ordinary share, Class A Ordinary Shares
  $ 0.47     $ —    
 
 
 
   
 
 
 
Weighted average shares outstanding of Class B Ordinary Shares
    10,000,000       10,000,000  
 
 
 
   
 
 
 
Basic and diluted net income per ordinary share, Class B Ordinary Shares
  $ 0.47     $ (0.00
 
 
 
   
 
 
 
 
   
September 30,
2021
   
December 31,
2020
 
   
(Unaudited)
   
(As Restated)
 
Condensed Balance Sheet Data (at Period End):
   
Total assets
  $ 401,646,556     $ 402,324,602  
Total liabilities
  $ 36,099,381     $ 60,213,353  
Class A Ordinary Shares subject to possible redemption, 40,000,000 shares at $10.00 per share redemption value at September 30, 2021 and December 31, 2020
    400,000,000       400,000,000  
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
    —         —    
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 40,000,000 shares subject to possible redemption)
    —         —    
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
    1,000       1,000  
Total shareholders’ deficit
  $ (34,452,825   $ (57,888,751
 
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RISK FACTORS
You should carefully review and consider the following risk factors, together with all of the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein and the matters addressed in the section entitled
“Cautionary Note Regarding Forward Looking Statements,”
in evaluating the Business Combination and the proposals to be voted on at the General Meeting. Certain of the following risk factors apply to the business and operations of LiveWire and will also apply to its business and operations following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of LiveWire following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by LiveWire and ABIC which later may prove to be incorrect or incomplete. You are encouraged to perform your own investigation with respect to the businesses of LiveWire and ABIC. LiveWire and ABIC may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair their business or financial condition.
Risks Related to LiveWire
Throughout this section, unless otherwise indicated or the context otherwise requires, references to “LiveWire,” “we,” “us,” “our” and other similar terms refer to LiveWire, prior to and/or after giving effect to the Business Combination, as the context may require.
Risks Related to Our Business
We are an early stage company with a history of losses and expect to incur significant expenses and continuing losses for several years. We have yet to achieve positive operating cash flow and, given our projected funding needs, our ability to generate positive cash flow is uncertain.
We have incurred net losses since our inception, including net losses of $56.5 million and $77.6 million for the years ended December 31, 2019 and 2020, respectively. We believe that we will continue to incur operating and net losses in the future until at least the time we begin significant deliveries of our electric vehicles which may occur later than we expect or not at all. We do not expect to be profitable for the foreseeable future as we invest in our business, build capacity and ramp-up operations, and we cannot assure you that we will ever achieve or be able to maintain profitability in the future. Even if we are able to successfully develop our electric vehicles and attract customers, there can be no assurance that we will be financially successful. For example, as we expand our electric vehicle portfolio, including the introduction of lower-priced electric motorcycles, and expand internationally, we will need to manage costs effectively to sell those products at our expected margins. Failure to become profitable could materially and adversely affect the value of your investment. If we are ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of our electric vehicles, such as the LiveWire One, and our services, which may not occur. Our business also will at times require significant amounts of working capital to support the growth of additional electric vehicle platforms and electric vehicle models. An inability to generate positive cash flow for the near term may adversely affect our ability to raise needed capital for our business on reasonable terms, diminish supplier or customer willingness to enter into transactions with us, and have other adverse effects that may decrease our long-term viability. There can be no assurance that we will achieve positive cash flow in the near future or at all.
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.
H-D
began making initial deliveries of our predecessor electric motorcycle, the Harley-Davidson LiveWire, in September of 2019, and we launched the LiveWire One model in July of 2021. As an entirely new
 
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product, there is no historical basis for making judgments on the demand for our electric vehicles, our ability to develop, produce and deliver electric vehicles, or our profitability in the future. It is difficult to predict our future revenues and appropriately budget for our expenses, and trends that may emerge in this quickly evolving industry that may be outside our visibility and may affect our business. You should consider our business and prospects in light of the risks and challenges we face as a pioneer in a new industry, including with respect to our ability to continuously advance our electric vehicle technologies; develop safe, reliable and quality electric vehicles that appeal to customers; deliver and service a large volume of electric vehicles; turn profitable; build a globally recognized and respected brand cost-effectively; expand our electric vehicles lineup; navigate the evolving regulatory environment; improve and maintain our operational efficiency; manage supply chain effectively; adapt to changing market conditions, including technological developments and changes in competitive landscape; and manage our growth effectively.
While we currently focus on the LiveWire One, we expect our product roadmap to expand beyond the LiveWire One and introduce new models in other categories or using other technologies that we have less experience in as we may adjust our strategies and plans from time to time to remain competitive as a pioneer in a new industry.
If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected.
We may be unable to develop and produce electric vehicles of sufficient quality, on a schedule and at scale, that would appeal to a large customer base.
Our business depends in large part on our ability to develop, market, produce and sell our electric vehicles. The continued development of and the ability to sell our electric vehicles at scale, including the LiveWire One and future electric vehicles are and will be subject to risks, including with respect to:
 
   
our ability to secure necessary funding;
 
   
our ability to develop and launch a light model electric vehicle at scale and at attractive profit margins for our business;
 
   
our ability to negotiate and execute definitive agreements, and maintain arrangements on reasonable terms, with our various suppliers for hardware, software or services necessary to engineer or manufacture parts or components of our electric vehicles;
 
   
securing necessary components, services or licenses on acceptable terms and in a timely manner;
 
   
delays by us in delivering final component designs to our suppliers;
 
   
our ability to accurately produce electric vehicles within specified design tolerances;