Aebi Schmidt Holding AG

Our production facilities are located in St. Blasien, Germany; Holten, The Netherlands; Kielce, Poland; Burgdorf, Switzerland; Jyvävasjtkä, Finland; Cleveland, Ohio; Lindenwood, Illinois; New Holstein, Wisconsin; Chilton, Wisconsin; Muncy, Pennsylvania; Monroe, Wisconsin; Litchfield, Minnesota; Bristol, Indiana; Charlotte and Roseville, Michigan; Landisville, Pennsylvania; Kansas City, Missouri; Carson and McClellan Park, California; Dallas and Weatherford, Texas; Mesa, Arizona; Waterville, Maine; Pompano Beach, West Palm Beach, Fort Myers and Miami, Florida; Lebanon, Tennessee; Oakland, Iowa; Saltillo, Mexico and Saint-Andre-Avellin (QC), Canada.

Our global logistics centers are located in Laatzen, Germany and Fond Du Lac, Wisconsin, USA.

Our properties located in North America are used by our North America segment and the properties outside of North America are used by our Europe and ROW segment. We consider our properties to generally be in good condition, well maintained, and suitable and adequate to meet our business requirements for the foreseeable future. Some of our properties are owned while others are leased. In the case of manufacturing facilities, we typically seek an approach that provides longer term control to minimize disruption of production processes, i.e., ownership or long-term lease. In any event, we do not anticipate difficulty in renewing existing leases as they expire or in finding adequate alternate facilities.

• Meyer Products LLC Ohio, USA⁴
• Monroe Inc. Delaware, USA⁴
• Monroe Towmaster LLC Delaware, USA⁴
• Monroe Truck Equipment, Inc. Wisconsin, USA⁴
• Royal Truck Body LLC California, USA⁴
• Swenson Spreader LLC Ohio, USA⁴
• The Shyft Group DuraMag LLC Michigan, USA⁴
• The Shyft Group EV Solutions Canada Inc. Ontario, Canada⁴
• The Shyft Group EV Solutions, LLC Michigan, USA⁴
• The Shyft Group Services, LLC Indiana, USA⁴
• The Shyft Group USA, Inc. South Dakota, USA⁴
• The Shyft Group Upfit Services, Inc. Michigan, USA⁴
• The Shyft Group, Inc. Michigan, USA⁴

• We may be unsuccessful in implementing our growth strategy.
• When we introduce new products, we may incur expenses that we did not anticipate, such as recall expenses, resulting in reduced earnings.
• We may discover defects in our vehicles, potentially resulting in delaying new model launches, recall campaigns, increased warranty costs, liability or other costs.
• Increases in the cost of labor, deterioration in employee relations, union organizing activity and work stoppages at our facilities could have a negative effect on our business.
• Our ability to execute our strategy is dependent upon our ability to attract, retain, and develop qualified personnel, including our ability to execute proper succession plans for senior management and key employees.
• Risks associated with international sales and contracts could have a negative effect on our business.
• Our EVs rely on software and hardware that is highly technical, and if these systems contain errors, bugs, vulnerabilities, or design defects, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our EV business could be adversely affected.
• There are complex software and technology systems that we must develop in coordination with vendors and suppliers to reach mass production for our EVs, and there can be no assurance that we will successfully develop or integrate them.
• General economic, market, and/or political conditions, whether on a global, national, or more regional scale, could have a negative effect on our business.
• If there is a rise in the frequency and size of product liability, warranty and other claims against us, including wrongful death claims, our business, results of operations and financial condition may be harmed.
• Changes to laws and regulations governing our business could have a material impact on our operations.
• Failure to comply with, and liabilities arising under, environmental and motor vehicle laws and regulations could have a material impact on our operations.
• Our operating results may fluctuate significantly on a quarter-to-quarter basis.
• Our businesses are cyclical, and this can lead to fluctuations in our operating results.
• Economic, legal and other factors could impact our customers’ ability to pay accounts receivable balances due from them.
• Our business operations could be disrupted if our information technology systems fail to perform adequately or experience a cybersecurity incident.
• Fuel shortages, or higher prices for fuel, could have a negative effect on sales.
• We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.
• We may be unable to adequately protect our intellectual property.
• The unavailability, reduction, elimination or adverse application of government incentives could have an adverse effect on our business, prospects, financial condition and operating results.
• Emerging issues related to the development and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business.
• We are subject to litigation in the ordinary course of business, and uninsured judgments, settlements or other costs, or a rise in insurance premiums may adversely impact our results of operations.
• Fluctuations in foreign currency exchange rates have adversely affected and could continue to adversely affect our operating results.
• Weather conditions, including conditions exacerbated by global climate change, present chronic and acute physical risks, have previously impacted, and may continue to impact, demand for some of our products and/or cause disruptions in our operations.
• The New Credit Facilities Agreement contains, and agreements governing future indebtedness may contain, restrictive covenants that may impair our ability to access sufficient capital and operate our business.
• We have meaningful contingent obligations, which could negatively impact our results of operations.
• We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting. If our remediation of the material weaknesses is not effective, or we fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which could harm our business and negatively impact the value of our Common Stock.
• Expectations relating to environmental, social and governance (“ESG”) considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.
• Risks Relating to Tax Matters
• The U.S. Internal Revenue Service may assert that Aebi Schmidt is a “domestic corporation” or a “surrogate foreign corporation” for U.S. federal income tax purposes as a result of the Transactions.
• If Aebi Schmidt is a passive foreign investment company, U.S. holders of shares of our Common Stock could be subject to adverse U.S. federal income tax consequences.
• If a U.S. investor is treated for U.S. federal income tax purposes as owning directly or indirectly at least 10% of our Common Stock, such U.S. investor may be subject to adverse U.S. federal income tax consequences.
• Future changes to tax laws could adversely affect our effective tax rate, potential tax liability, operations or financial performance.
• Repurchases of shares of our capital stock could be subject to Swiss tax, and it may not be possible to manage such share repurchases efficiently at a sufficiently large scale.
• Risks Relating to the recent acquisition of Shyft
• Our future results may be adversely impacted if we do not effectively manage our expanded operations.
• We incurred substantial expenses related to the completion of the Merger, and we expect to incur substantial expenses related to the integration of the Shyft into our businesses.
• We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
• We may fail to realize the anticipated benefits and cost savings of the Merger, which could adversely affect the value of our Common Stock.
• Risks Relating to our Common Stock
• Our Common Stock has a limited a history of trading and the market price and trading volume of our Common Stock may be volatile.
• Our limited operating history as a publicly-traded company, and our inexperience could materially and adversely affect us and our stockholders.
• We are parties to certain Relationship Agreements, which provide certain Stockholders with certain rights over company matters.
• We are a Swiss corporation, and our shareholders may not have the same rights and protections generally afforded to shareholders of U.S. corporations.
• The PCS Parties control a significant number of shares of our Common Stock, providing them with substantial influence over our business.
• Our shares are not listed in Switzerland, our home jurisdiction. As a result, shareholders may not benefit from certain provisions of Swiss law that are designed to protect shareholders in a public takeover offer or a change-of-control transaction.
• The Amended Articles designate the courts at the location of our registered seat as the exclusive forum for certain types of actions and proceedings that may be initiated by the our shareholders.
• We cannot guarantee the timing, amount or payment of dividends on shares of our capital stock.
• Dividends on shares of our capital stock may subject U.S. shareholders to Swiss withholding tax.
• Swiss law imposes certain restrictions on our ability to repurchase our Common Stock.
• Certain provisions of the Amended Articles and Swiss law may limit our flexibility to raise capital, issue dividends and otherwise manage ongoing capital needs.
• Certain provisions in the Amended Articles may limit or preclude shareholders’ ability to exercise control over us.
• Shareholders may not be able to exercise preemptive rights in future issuances of equity or other securities that are convertible into equity.
• Holders of shares of our capital stock may not be able to exercise certain shareholder rights if they are not registered as shareholders of record on our Share Register.
• U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or members of our Board.