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:  ☐

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.  ☐

Rule 12b-2

 

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 provision relied upon in conducting this transaction:

 

 

 

 

 

AEA-Bridges

AEA-Bridges

in-person

COVID-19,

On December 12, 2021, ABIC, LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), a Delaware corporation and a direct, wholly owned subsidiary of ABIC (“”), 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 (“”), entered into a Business Combination Agreement and Plan of Merger (as it may be amended from time to time, the “”), pursuant to which, among other things, (a) prior to the Closing, on the Closing Date, 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 “”), and the Company Equityholder shall transfer, convey and deliver to HoldCo, all of the membership interests of LiveWire (the “”) and the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161,000,000 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 and ABIC encourages its shareholders to read it in its entirety. See the section entitled “.” On March 14, 2022, HoldCo changed its name to “LiveWire Group, Inc.”

“”

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).

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.

 

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.

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

PO Box 1093, Boundary Hall,

Cricket Square,

Grand Cayman

Cayman Islands

KY1-1102

814-5825

or

Morrow Sodali LLC

Stamford, Connecticut 06902

662-5200

Banks and brokerage firms, please call: (203)

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 “” beginning on page 318.

NOTICE OF EXTRAORDINARY GENERAL MEETING

AEA-BRIDGES

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

General Meeting

ABIC

a. Governing Documents Proposal A: To consider and vote upon, on a nonbinding advisory basis, the amendment to approve the change in the authorized share capital of ABIC from (i) 500,000,000 Class A Ordinary Shares, (ii) 50,000,000 Class B Ordinary Shares and (iii) 5,000,000 preference shares, par value $0.0001 per share, to (a) [●] shares of Domesticated ABIC Common Stock and (b) [●] shares of preferred stock, par value $[●] per share, of Domesticated ABIC.

b. Governing Documents Proposal B: To consider and vote upon, on a nonbinding advisory basis, the amendment to authorize the Domesticated ABIC Board to issue any or all shares of Domesticated ABIC preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Domesticated ABIC Board and as may be permitted by the DGCL.

c. Governing Documents Proposal C: To consider and vote upon, on a nonbinding advisory basis, the amendment to authorize the removal of the ability of Domesticated ABIC stockholders to take action by written consent in lieu of a meeting.

Annex B

Annex C

 

 

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. None of the Governing Documents Proposals, which will be voted upon on a nonbinding advisory basis, or the Adjournment Proposal is conditioned upon the approval of any other proposal.

ABIC Shares

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 “

.”

(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

DWAC

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.

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 “

” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

S-4

No. 333-262573),

FREQUENTLY USED TERMS

Definitions

ABIC

ABIC Board

ABIC Initial Shareholders

ABIC

Registration and Shareholder Rights Agreement

ABIC Securities

ABIC Shares

ABIC Units

ABIC Warrant Agreement

ABIC

Warrants

Affected Periods

Inceptio

n

ASC

Available Cash

Backstop

Business Combination

Business Combination Agreement

Cayman Islands Companies Act

“

Class

 A Ordinary Shares

“

Class

 B Ordinary Shares

“

Closing

Closing Date

Code

Combination Period

Company Equity

Company Equityholder

Company Equityholder PIPE Investment

Annex K

H-D

H-D

DGCL

Domesticated ABIC

Domesticated ABIC Bylaws

Domesticated ABIC Certificate of Incorporation

Domesticated ABIC Common Stock

Domesticated ABIC Organizational Documents

Domesticated ABIC Warrant

Domestication

DTC

DWAC

Annex S

H-D

Exchange

Exchange Act

Existing HoldCo Bylaws

Existing HoldCo Certificate of Incorporation

Existing HoldCo Organizational Documents

Existing Letter Agreement

Existing Organizational Documents

FATCA

Founder Shares

GAAP

General Meeting

HoldCo Board

“

HoldCo Common Stock

Annex F

HoldCo Securities

HoldCo Warrant

HSR Act

Annex G

Annex O

Annex P

H-D

Intended Tax Treatment

Investment Company Act

Annex N

Investor Support Agreement

IPO

IPO registration statement

Annex R

H-D

JOBS Act

KYMCO Group

KYMCO PIPE Investment

Annex I

LiveWire

“Management’s Discussion and Analysis of Financial Condition and Results of Operations of LiveWire”

Shares

Annex M

H-D

Maximum Redemptions

Merger

Merger Effective Time

Merger Sub

Minimum Cash Condition

Morrow

No Redemptions

NYSE

PIPE Financing

PIPE Investors

PFIC

Private Placement

Private Placement Warrants

Proposed HoldCo Bylaws

Proposed HoldCo Certificate of Incorporation

Proposed HoldCo Organizational Documents

proxy statement/prospectus

Public Shareholders

Public Shares

Public Warrants

Record Date

redemption

redemption right

Required Shareholder Proposals

Rule 144

Sarbanes-Oxley Act

SEC

Securities Act

Separation

Annex H

H-D

H-D

SPAC Share Redemption Amount

SPAC Transaction Expenses

Sponsor

Sponsor Group

Subscription Agreement

Annex J

H-D

Termination Date

Annex Q

H-D

H-D

H-D

Annex L

H-D

H-D

Transaction Expenses

provided

Transfer Agent

Treasury Regulations

Trust Account

Trust Agreement

Working Capital Loans

PRESENTATION OF FINANCIAL INFORMATION

Presentation of Financial Information

 

 

Management

’

s Discussion and Analysis of Financial Condition and Results of Operations of ABIC

non-GAAP

Share Calculations and Ownership Percentages

“Unaudited Pro Forma Condensed Combined Financial Information

Beneficial Ownership of Securities

TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

H-D

H-D

H-D.

®

™

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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

Business of LiveWire and Certain Information About LiveWire

Risk Factors

●

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 “”) 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 and , respectively. See the section titled “.” 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 , and

the proposed Domesticated ABIC Bylaws, which is included in the form attached here to as , 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 “.”

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 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. None of the Governing Documents Proposals, which will be voted upon on a nonbinding advisory basis, or the Adjournment Proposal is 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. The Governing Documents Proposals are voted upon on a nonbinding advisory basis only.

Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161,000,000 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.

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, 161,000,000 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. For further details, see “ The Business Combination Agreement — Consideration .”

For a description of the tax consequences for Holders exercising redemption rights in connection with the Business Combination, see the section entitled “.”

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 “” 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.

A.

Subject to the assumptions, limitations and qualifications described in “ Material Tax Considerations—U.S. Federal Income Tax Considerations to U.S. Holders, ” it is the opinion of Kirkland & Ellis LLP that the exchange of Domesticated ABIC Common Stock for shares of HoldCo Common Stock pursuant to the Merger (together with the Exchange and PIPE Financing) will qualify as a tax-deferred exchange for U.S. federal income tax purposes under Section 351 of the Code. In addition, subject to the assumptions, limitations and qualifications described in “ Material Tax Considerations— U.S. Federal Income Tax Considerations to U.S. Holders ,” including that as of immediately following the Closing the Trust Account retains at least 50 percent (50%) of its cash balance as of the date hereof taking into account any exercise of redemption rights and payment of transaction expenses by ABIC, it is the opinion of Kirkland & Ellis LLP that the Merger is more likely than not to qualify as a tax-deferred reorganization under Section 368(a)(2)(E) or Section 368(a)(1)(B) of the Code. If the

Merger only qualifies as a tax-deferred exchange under Section 351 of the Code and 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 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 (including the cash balance of the Trust Account immediately following the Closing) 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. Further, any change that is made after the date hereof in any of the foregoing bases for the Intended Tax Treatment, including any inaccuracy of the facts or assumptions upon which such expectations were based, could adversely affect the Intended Tax Treatment. Accordingly, no assurance can be given that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code or that the IRS will not challenge the Intended Tax Treatment or that a court will not sustain a challenge by the IRS.

Q:	What positive and negative factors did the ABIC Board consider when determining whether to approve the Business Combination Agreement and the related transactions?

A :

In evaluating the transaction with H-D for sale of the LiveWire business, the ABIC Board consulted with its management, advisors and legal counsel as well as financial and other consultants, and 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 Agreement and transactions contemplated thereby:

•

LiveWire is an industry-leading all-electric motorcycle brand that operates in a large global market in the early stage of a secular shift to electric motorcycles, which the ABIC Board believes presents an attractive investment opportunity in electric vehicles with strong growth prospects. Following a review of industry trends including customer preferences and recognition of the benefits of electric vehicles, financial metrics for charging network and electric vehicle technologies, LiveWire’s evolution and other factors, the ABIC Board believes LiveWire is well positioned to further capitalize on these trends.

•

ABIC believes that LiveWire has a compelling financial profile that appeals to and aligns with its ESG priorities.

•

In connection with the Business Combination, LiveWire will be the first public electric motorcycle company 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 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. 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 electric vehicle retail and service industry.

•

LiveWire has an established brand presence in North America and Europe, with planned expansion in additional markets, including Asia-Pacific.

•

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. 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.

•

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 electric vehicle 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.

•

LiveWire’s electric 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.

•

The ABIC Board believes that LiveWire has a strong, experienced public company management team with a proven track record of operational excellence.

•

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.

•

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 electric vehicle 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.

•

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.

•

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 management of LiveWire determined that the aggregate consideration to be paid in the Business Combination was reasonable.

•

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.

•

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).

•

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.

•

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. ”

•

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 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.

•

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. However, even in the event that a significant number of ABIC shareholders elect to redeem their shares, this redemption will not prevent the consumation of the Business Combination.

•

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. ”

•

The separation of the LiveWire business from H-D may involve certain risks, including (i) the fact that the business of LiveWire overlaps 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 electric vehicles and disputes between H-D and such key suppliers may negatively impact LiveWire’s electric vehicle production.

•

The risk that ABIC’s shareholders may fail to provide the votes necessary to approve and effect the Business Combination.

•

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.

•

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.

•

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.

•

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.

•

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.

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The possibility of shareholder litigation challenging the Business Combination.

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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).

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The impact of the COVID-19 pandemic on the LiveWire business.

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 “”

Additionally, the Domestication may cause Holders to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such Holder’s shares of Domesticated ABIC Common Stock.

For more information, please see the sections titled “” and “”

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. The Governing Documents Proposals are voted upon on a nonbinding advisory basis only. 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.

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 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 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.

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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 October 5, 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 $99,300,000, based upon the closing price of $9.93 per Class A Ordinary Share on the NYSE on April 8, 2022;

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the fact that if the Business Combination or another business combination is not consummated by October 5, 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 $8,715,000, based upon the closing price of $0.83 per Public Warrant on the NYSE on April 8, 2022;

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the fact that if the Business Combination or another business combination is not consummated by October 5, 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

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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 $107,518,500, based upon the respective closing price of the Class A Ordinary Shares and the public warrants on the NYSE on April 8, 2022.

		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			$	9.93			$	98,803,500
HoldCo Private Placement Warrants			10,500,000			$	0.83			$	8,715,000
Total										$	107,518,500

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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 October 5, 2022;

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the fact that the HoldCo Registration Rights Agreement will be entered into by, among others, the Sponsor;

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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 the Proposed HoldCo Organizational Documents;

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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 October 5, 2022;

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the fact that John Garcia, who is currently the Executive Chairman, Co-Chief Executive Officer and Director of ABIC, paid an aggregate of $25,000,000 for 2,500,000 ABIC Units. Such securities are valued at approximately $25,862,500, based upon the respective closing prices of the Class A Ordinary Shares ($9.93) and the Public Warrants ($0.83) on the NYSE on April 8, 2022; and

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 for more information.

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 December 31, 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 “.”

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), (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, (c) the amount of proceeds required to be funded to HoldCo pursuant to the Company Equityholder PIPE Investment, the portion of the Backstop actually required to be funded to HoldCo, in each case, by the Company Equityholder, 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 of the Exchange Act) to be less than $5,000,001.

The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by 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	%			499,684				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	%			201,499,684				100	%

(3)

This scenario assumes that 37,500,000 Public Shares are redeemed by Public Shareholders, which, based on the amount of $400,252,880 in the Trust Account as of December 31, 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 39,500,316 Public Shares are redeemed by Public Shareholders, which, based on the amount of $400,252,880 in the Trust Account as of December 31, 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.

See the sections titled and for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination 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  6: The Adjournment Proposal ” for additional information.

. 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

. You will receive a ballot that you may use to cast your vote.

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. The Governing Documents Proposals are voted upon on a nonbinding advisory basis only. 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.

approval of the Business Combination Proposal;

approval of the Domestication Proposal;

approval of the Charter Proposal;

approval of the Incentive Plan Proposal; and

approval of the Adjournment Proposal, if presented.

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 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 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 share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and

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 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 “.”

“Where You Can Find More Information.”

Headquartered in the USA and born out of the lineage of 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 LiveWire started an innovative program designed to pioneer the future of motorcycling by means of design, technology and experience. In 2014, 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 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 and intellectual property.

Leveraging core technology advancements, the motorcycles that began as prototypes reached commercial viability. With production beginning in September of 2019, introduced the world to an electric motorcycle that transformed the riding experience, paving the way for the future of electric motorcycles. With the launch came critical acclaim and immediate recognition for the LiveWire name, which saw the Harley-Davidson LiveWire become the 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, 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 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.

Harley-Davidson Motor Company was founded in 1903. Harley-Davidson, Inc. (“”) 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 (“”). 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.

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 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 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.

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 proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as to this proxy statement/prospectus. Please see the section entitled “” 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.

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 Domesticated ABIC Certificate of Incorporation in the form attached hereto as , and the proposed Domesticated ABIC Bylaws, which is included in the form attached hereto as , 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 “” for further details.

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Governing Documents Proposal A: an amendment to approve the change in the authorized share capital of ABIC from (i) 500,000,000 Class A Ordinary Shares, (ii) 50,000,000 Class B Ordinary Shares and (iii) 5,000,000 preference shares, par value $0.0001 per share, to (a) [●] shares of Domesticated ABIC Common Stock and (b) [●] shares of preferred stock, par value $[●] per share, of Domesticated ABIC.

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Governing Documents Proposal B: an amendment to authorize the Domesticated ABIC Board to issue any or all shares of Domesticated ABIC preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Domesticated ABIC Board and as may be permitted by the DGCL.

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Governing Documents Proposal C: an amendment to authorize the removal of the ability of Domesticated ABIC stockholders to take action by written consent in lieu of a meeting.

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Governing Documents Proposal D: an amendment to authorize the amendment and restatement of the Existing Organizational Documents and to authorize all other changes in connection with the replacement of Existing Organizational Documents with the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex B and Annex C , respectively), including adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act, which the ABIC Board believes is necessary to adequately address the needs of Domesticated ABIC after the Business Combination.

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Growing Electric Vehicle 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 electric motorcycles, which the ABIC Board believes presents an attractive, risk-adjusted investment opportunity in electric vehicles, with strong growth prospects. Following a review of industry trends including customer preferences and recognition of the benefits of electric vehicles, financial metrics for charging network and electric vehicle technologies, LiveWire’s evolution and other factors, the ABIC Board believes LiveWire is well-positioned to further capitalize on these trends.

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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 carbon emissions, improving air quality and minimizing noise pollution in urban environments and beyond, (ii) determining a path to achieve net zero carbon 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.

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Leading the Transformation of Motorcycling. In connection with the Business Combination, LiveWire will be the first public electric 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 electric motorcycling. Since the LiveWire brand initially launched in 2014 with a prototype electric motorcycle, LiveWire’s electric motorcycles have been embraced by early adopters and high-profile riders.

experience, LiveWire provides four strategic retail paths for purchase, including store-in-store sales through electric vehicle-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 electric vehicle retail and service industry.

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Growing International Presence. As a pure-play electric vehicle 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.

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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 119-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.

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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 electric vehicle 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. 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 electric 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.

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Differentiated Expertise in Key Technologies. LiveWire’s electric 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 electric vehicle system, is scalable for future vehicle configurations, can be brought quickly to market, is a more efficient investment for new electric 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.

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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 electric vehicle 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.

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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 from KYMCO and H-D, the management of LiveWire determined that the aggregate consideration to be paid in the Business Combination was reasonable.

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Financing. The agreement of the KYMCO Group investors to invest $100 million in HoldCo at the Closing of the Business Combination at $10.00 per share, for an aggregate of 10,000,000

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Post-Business Combination Corporate Governance. 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. ”

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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. However, even in the event that a significant number of ABIC shareholders elect to redeem their shares, this redemption would not prevent the consummation of the Business Combination.

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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 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 electric vehicles and disputes between H-D and such key suppliers may negatively impact LiveWire’s electric vehicle production.