Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
The Business Combination Agreement and the transactions contemplated thereby
(the "Business Combination") were approved by the board of directors of each of
H-D,
The Business Combination
The Business Combination Agreement provides for the Business Combination, which
includes, among other things, the consummation of the following transactions:
(a) at least one day prior to the closing of the Business Combination (the
"Closing"), ABIC will undergo a domestication to become a
The Business Combination Agreement further provides that certain additional
ancillary agreements will be entered into at Closing, including, but not limited
to, a registration rights agreement by and among
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Consideration
Under the terms of the Business Combination Agreement, the aggregate
consideration to be paid in the Business Combination is derived from an
aggregate transaction equity value of
H-D Backstop and Private Placement
Under the Business Combination Agreement, H-D has committed to a backstop
facility (the "Backstop Facility"), whereby H-D has agreed to subscribe for
shares of HoldCo Common Stock to fund redemptions by shareholders of ABIC in
connection with the Business Combination in an aggregate amount of up to
H-D has also committed to purchase an aggregate of 10,000,000 shares of HoldCo
Common Stock, substantially concurrently with the consummation of the Business
Combination, for a purchase price of
Representations and Warranties, Covenants
The parties to the Business Combination Agreement made customary representations and warranties for transactions of this type regarding themselves. The representations and warranties made under the Business Combination Agreement will not survive the Closing. In addition, the parties to the Business Combination Agreement agreed to be bound by certain covenants that are customary for transactions of this type. The covenants made under the Business Combination Agreement generally will not survive the Closing, with the exception that certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing will survive in accordance with the terms of the Business Combination Agreement.
Conditions to
The consummation of the Business Combination is subject to the satisfaction or
waiver of certain customary closing conditions of the respective parties,
including, among other things: (a) the approval and adoption by ABIC's
shareholders of the Business Combination Agreement and transactions contemplated
thereby, (b) the Registration Statement (as defined below) being declared
effective under the Securities Act of 1933, as amended (the "Securities Act"),
(c) the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) the
absence of any law or governmental order or other legal restraint or prohibition
preventing the consummation of the Business Combination, (e) the shares of
HoldCo Common Stock to be issued in connection with the Business Combination
having been approved for listing on the
Termination
The Business Combination Agreement may be terminated under certain customary and
limited circumstances at any time prior to the Closing, including, among other
circumstances, (a) by the mutual written consent of H-D and ABIC, (b) by either
H-D or ABIC in the event (i) that ABIC's shareholder approval has not been
obtained at ABIC's shareholder meeting held to approve the Business Combination
(and related matters), or (ii) in the event the Closing has not occurred on or
before
A copy of the Business Combination Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference, and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the
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respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. H-D does not believe that these schedules contain information that is material to an investment decision.
Long-Term Collaboration Agreement
In connection with the signing of the Business Combination Agreement, on
LiveWire is seeking to collaborate with KYMCO to accelerate development of two-wheel and other electric vehicles and to explore further business opportunities in electric vehicles markets by leveraging the parties' capability in the design, development, manufacturing, and distribution of electric vehicles products. Under the terms of the Collaboration Agreement, LiveWire agrees to work with KYMCO in various capacities including the engagement of contract manufacturing by KYMCO for LiveWire's Slayer powertrains and all two-wheel products that leverage Slayer powertrains. Other contemplated collaboration areas include Ionex, Noodoe, charging infrastructure, technical support, and distribution of certain other electric vehicles products.
The foregoing description of the Collaboration Agreement is subject to and qualified in its entirety by reference to the full text of the Collaboration Agreement, which is attached as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.
PIPE Financing (Private Placement)
In connection with the signing of the Business Combination Agreement and the
Collaboration Agreement, ABIC and
Pursuant to the Investment Agreements, the
The closing of the PIPE Financing is contingent upon, among other things, the
substantially concurrent consummation of the Business Combination. The
Investment Agreements provide that
The foregoing description of the Investment Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Investment Agreement, which is attached as Exhibit 10.2 hereto and the terms of which are incorporated herein by reference.
Sponsor Letter Agreement
In connection with the signing of the Business Combination Agreement, H-D,
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Additional Information and Where to Find It
In connection with the Business Combination,
When available, the definitive proxy statement/prospectus and other relevant
materials for the Business Combination will be mailed to ABIC shareholders as of
a record date to be established for voting on the Business Combination.
Shareholders will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the
Participants in the Solicitation
H-D, LiveWire, ABIC and their respective directors and officers may be deemed participants in the solicitation of proxies of ABIC shareholders in connection with the Business Combination. ABIC shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of ABIC. A description of their interests in ABIC is contained in . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are provided as part of this Form 8-K:
Exhibit No. Description 2.1† Business Combination Agreement, dated as ofDecember 12, 2021 , by and amongHarley-Davidson, Inc. , AEA-Bridges Impact Corp.,LW EV Holdings, Inc. ,LW EV Merger Sub, Inc. andLiveWire EV, LLC . 10.1* Long Term Collaboration Agreement, dated as ofDecember 12, 2021 , by and betweenLiveWire EV, LLC andKwang Yang Motor Co., Ltd. 10.2 Form of Investment Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). H-D agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
request.
* Portions of this Exhibit have been omitted in accordance with Regulation S-K
Item 601(b)(10)(iv). H-D agrees to furnish an unredacted copy of this Exhibit
to the
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