AEA-Bridges Impact Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On September 16, 2022, AEA-Bridges Impact Corp. (“ABIC” or the “Company”) held an extraordinary general meeting of its shareholders (the “General Meeting”), at which holders of 35,761,579 ordinary shares held of record as of May 6, 2022, the record date for the General Meeting, were present in person or by proxy, representing approximately 71.52% of the voting power of the Company’s shares as of the record date for the General Meeting, and constituting a quorum for the transaction of business. The proposals listed below are described in more detail in the definitive proxy statement/prospectus of the Company, which was filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2022 (the “Proxy Statement”). A summary of the voting results at the General Meeting is set forth below:
The shareholders approved the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each Governing Documents Proposal and the Incentive Plan Proposal (each as defined in the Proxy Statement).
The voting results for each proposal were as follows:
The Business Combination Proposal
| For |
Against |
Abstain | ||
| 33,591,921 | 2,162,927 | 6,731 |
The Domestication Proposal
| For |
Against |
Abstain | ||
| 33,594,047 | 2,161,767 | 5,765 |
The Charter Proposal
| For |
Against |
Abstain | ||
| 33,590,360 | 2,163,427 | 7,792 |
The Governing Documents Proposal A
| For |
Against |
Abstain | ||
| 27,809,927 | 4,974,441 | 2,977,211 |
The Governing Documents Proposal B
| For |
Against |
Abstain | ||
| 27,777,132 | 5,006,944 | 2,977,503 |
The Governing Documents Proposal C
| For |
Against |
Abstain | ||
| 27,744,702 | 5,049,666 | 2,967,211 |
The Governing Documents Proposal D
| For |
Against |
Abstain | ||
| 27,810,696 | 4,971,669 | 2,979,214 |
The Incentive Plan Proposal
| For |
Against |
Abstain | ||
| 33,529,854 | 2,230,212 | 1,513 |
As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.
Based on the results of the General Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated by that certain Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of December 12, 2021, by and among the Company, LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.) (“HoldCo”), LW EV Merger Sub, Inc., Harley-Davidson, Inc. and LiveWire EV, LLC, including the Domestication and the Merger (as such terms are defined in the Proxy Statement), are expected to be consummated on September 26, 2022. Following the consummation of the Transactions, the common stock and warrants of HoldCo are expected to begin trading on the New York Stock Exchange (the “NYSE”) under the symbols “LVWR” and “LVWR WS,” respectively, on September 27, 2022.
Additional Information
In connection with the Business Combination, HoldCo and ABIC have filed a registration statement on Form S-4 (File No. 333-262573) (as may be amended from time to time, the “Registration Statement”) as co-registrants that includes a definitive proxy statement/prospectus of ABIC and a definitive prospectus of HoldCo relating to the Business Combination. After the Registration Statement was declared effective, the definitive proxy statement/prospectus was mailed to shareholders of ABIC as of May 6, 2022, the record date established for voting on the Business Combination. This report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. HoldCo, ABIC and H-D may also file other documents with the SEC regarding the Business Combination. ABIC’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about H-D, LiveWire, HoldCo, ABIC and the Business Combination. Shareholders and other interested persons are also able to obtain copies of the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC’s website at http://www.sec.gov, or by directing a request to: AEA-Bridges Impact Corp., PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, Cayman Islands KY1-1102.
Participants in the Solicitation
ABIC, H-D, LiveWire and their respective directors and officers may be deemed participants in the solicitation of proxies of ABIC’s shareholders in connection with the Business Combination. ABIC’s 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 ABIC’s final prospectus related to its initial public offering, dated October 1, 2020 and in ABIC’s and HoldCo’s subsequent filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ABIC shareholders in connection with the Business Combination and other matters voted upon at the ABIC shareholder meeting is set forth in the Registration Statement. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination is included in the Registration Statement. Shareholders are also able to obtain free copies of these documents as described in the preceding paragraph.
Forward Looking Statements
This report may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning H-D’s, LiveWire’s or ABIC’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on H-D’s, LiveWire’s or ABIC’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside H-D’s, LiveWire’s or ABIC’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against H-D, LiveWire, ABIC or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain financing to complete the Business Combination or to satisfy the other conditions to closing; (d) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (f) the inability to complete the private placement transactions or the backstop facility contemplated by the Business Combination Agreement and related agreements, as applicable; (g) the risk that the Business Combination disrupts current plans and operations of the combined company or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (h) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (i) costs related to the Business Combination; (j) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in the need for ABIC to restate its historical financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of ABIC’s securities and the attractiveness of the Business Combination to investors; (k) the possibility that H-D, LiveWire and ABIC may be adversely affected by other economic, business, and/or competitive factors; (l) H-D’s ability to execute its business plans and strategies, including The Hardwire; (m) LiveWire’s estimates of expenses and profitability and (n) other risks and uncertainties indicated from time to time in the final prospectus of ABIC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by H-D, HoldCo or ABIC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and H-D, LiveWire, HoldCo and ABIC assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither H-D, LiveWire, HoldCo nor ABIC gives any assurance that either LiveWire or ABIC will achieve its expectations.
Disclaimer
This report relates to a proposed business combination between LiveWire and ABIC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 16, 2022 | AEA-BRIDGES IMPACT CORP. | |||||
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By: | /s/ John Garcia | ||||
| Name: | John Garcia | |||||
| Title: | Chair and Co-Chief Executive Officer | |||||