UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~September 1216, ~~2021~~2022

AEA-Bridges Impact Corp.

(Exact Name Of Registrant as Specified In Charter)

Cayman Islands

001-39584

98-1550961

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

PO Box 1093, Boundary Hall,

Cricket Square, Grand Cayman

KY1-1102

(Address Of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number, Including Area Code): +1 345 814 5825

Not Applicable

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	IMPX.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	IMPX	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	IMPX WS	New York Stock Exchange

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant	IMPX.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	IMPX	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	IMPX.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

OnItem ~~December 12, 2021, AEA-Bridges Impact Corp~~5.,07 anSubmission exempted company incorporated in the Cayman Islands with limited liability (“ABIC”), Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), LW EV Holdings, Inc., a Delaware corporation (“HoldCo” and as of ~~the~~Matters ~~closing~~to ~~of the Business Combination, the “Company”), LW EV Merger Sub, Inc.,~~ a ~~Delaware~~Vote corporation (“Merger Sub”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”), entered into a definitive business combination agreement (the “Business Combination Agreement”). This Current Report on Form 8-K is being filed to describe the material terms of ~~the~~Security ~~Business Combination Agreement and related agreements, which are filed as exhibits herewith.~~ Holders

~~Item~~On 1September 16, 2022, AEA-Bridges Impact Corp.01 ~~Entry~~(“ABIC” ~~Into~~or Athe ~~Material~~“Company”) ~~Definitive~~held ~~Agreement~~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 ~~Agreement~~Proposal, the Domestication Proposal, the Charter Proposal, each Governing Documents Proposal and the Incentive Plan Proposal (each as defined in the Proxy Statement).

The ~~Business~~voting ~~Combination~~results ~~Agreement~~for ~~and~~each ~~the~~proposal ~~transactions contemplated thereby (the “Business Combination”)~~ were ~~approved~~as byfollows: ~~the board of directors of each of ABIC, H-D, HoldCo, and Merger Sub and by the sole member of LiveWire.~~

The Business Combination Proposal

The Business Combination Agreement provides for the Business Combination, which includes, among other things, the consummation of the following transactions: (a) at least one day prior to the closing of the Business Combination (the “Closing”), ABIC will undergo a domestication to become a Delaware corporation, in connection with which all of ABIC’s outstanding ordinary shares will convert into common stock, par value $0.0001 per share, of the domesticated ABIC, and each outstanding warrant of ABIC will convert into a warrant to acquire one share of common stock of the domesticated ABIC; (b) prior to the Closing, on the closing date, H-D and LiveWire will consummate the separation of the LiveWire business and the other transactions contemplated by the Separation Agreement, by and between H-D and LiveWire, dated as of the closing date; (c) prior to the Closing, on the closing date, Merger Sub will merge with and into ABIC, with ABIC surviving as a direct, wholly owned subsidiary of HoldCo, and HoldCo will continue as the public company in the merger, with each share of common stock of the domesticated ABIC being converted into the right of the holder thereof to receive one share of common stock, par value $0.0001, of HoldCo (“HoldCo Common Stock”); (d) on the closing date, at the Closing, ElectricSoul, LLC (the “Company Equityholder”), a Delaware limited liability company and a subsidiary of H-D, shall consummate the Exchange (as defined in the Business Combination Agreement), pursuant to which HoldCo shall acquire from the Company Equityholder, and the Company Equityholder shall transfer, convey and deliver to HoldCo, all of the membership interests of LiveWire (“Company Equity”) and the Company Equityholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Equity, 161 million shares of HoldCo Common Stock and the right to receive up to an additional 12.5 million shares of HoldCo Common Stock in the future (the “Earn-Out Shares”). HoldCo will continue as the public company following the consummation of the Business Combination with its shares trading on the New York Stock Exchange under the ticker symbol “LVW”.


For	Against	Abstain
33,591,921	2,162,927	6,731

The ~~Business~~Domestication ~~Combination~~Proposal Agreement further provides that certain additional ancillary agreements will be entered into at Closing, including, but not limited to, a registration rights agreement by and among HoldCo and the other parties thereto, a tax matters agreement by and between HoldCo and H-D, a contract manufacturing agreement, by and between Harley-Davidson Motor Company Group, LLC and LiveWire, a transition services agreement, by and between HoldCo and H-D, and a master services agreement, by and between HoldCo and H-D.

Consideration


For	Against	Abstain
33,594,047	2,161,767	5,765

~~Under~~The ~~the~~Charter ~~terms~~Proposal of the Business Combination Agreement, the aggregate consideration to be paid in the Business Combination is derived from an aggregate transaction enterprise value of $1,765,000,000, apportioned between cash and shares of HoldCo Common Stock, as more specifically set forth therein.

H-D Backstop and Private Placement


For	Against	Abstain
33,590,360	2,163,427	7,792

~~Under~~The ~~the~~Governing ~~Business~~Documents ~~Combination~~Proposal ~~Agreement,~~A H-D has committed to a backstop facility (the “Backstop Facility”), whereby H-D has agreed to subscribe for shares of HoldCo Common Stock to fund redemptions by shareholders of ABIC in connection with the Business Combination in an aggregate amount of up to $100,000,000.


For	Against	Abstain
27,809,927	4,974,441	2,977,211

~~H-D~~The ~~has~~Governing ~~also~~Documents ~~committed~~Proposal toB purchase an aggregate of 10,000,000 shares of HoldCo Common Stock, substantially concurrently with the consummation of the Business Combination, for a purchase price of $10.00 per share, for aggregate gross proceeds of $100,000,000, subject to the satisfaction (or waiver) of H-D’s conditions to closing (other than the minimum Available Cash (as defined in the Business Combination Agreement) condition).

Representations and Warranties, Covenants


For	Against	Abstain
27,777,132	5,006,944	2,977,503

The ~~parties~~Governing toDocuments ~~the~~Proposal ~~Business~~C Combination Agreement made customary representations and warranties for transactions of this type regarding themselves. The representations and warranties made under the Business Combination Agreement will not survive the Closing. In addition, the parties to the Business Combination Agreement agreed to be bound by certain covenants that are customary for transactions of this type. The covenants made under the Business Combination Agreement generally will not survive the Closing, with the exception that certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing will survive in accordance with the terms of the Business Combination Agreement.

Conditions to Each Party’s Obligations


For	Against	Abstain
27,744,702	5,049,666	2,967,211

The ~~consummation~~Governing ofDocuments ~~the~~Proposal ~~Business~~D Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among other things: (a) the approval and adoption by ABIC’s shareholders of the Business Combination Agreement and transactions contemplated thereby, (b) the Registration Statement (as defined below) being declared effective under the Securities Act of 1933, as amended (the “Securities Act”), (c) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) the absence of any law or governmental order or other legal restraint or prohibition preventing the consummation of the Business Combination, (e) the shares of HoldCo Common Stock to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange, (f) ABIC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the Closing, (g) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement) since September 26, 2021 that is continuing, and (h) the amount of Available Cash (as defined in the Business Combination Agreement) shall be no less than $270,000,000.

Termination


For	Against	Abstain
27,810,696	4,971,669	2,979,214

The ~~Business~~Incentive ~~Combination~~Plan ~~Agreement~~Proposal may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other circumstances, (a) by the mutual written consent of H-D and ABIC, (b) by either H-D or ABIC in the event (i) that ABIC’s shareholder approval has not been obtained at ABIC’s shareholder meeting held to approve the Business Combination (and related matters), or (ii) in the event the Closing has not occurred on or before September 30, 2022, provided that such right to terminate is not available to any party if such exercising party is in material breach of its representations, warranties, covenants or agreements under the Business Combination Agreement, and (c) by H-D within ten (10) business days following a Modification in Recommendation (as defined in the Business Combination Agreement) if ABIC’s shareholder approval has not yet been obtained.

A copy of the Business Combination Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference, and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. ABIC does not believe that these schedules contain information that is material to an investment decision.


For	Against	Abstain
33,529,854	2,230,212	1,513

3As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

~~PIPE~~Based ~~Financing~~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 (~~Private~~the ~~Placement~~“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.

InAdditional ~~connection~~Information with the signing of the Business Combination Agreement and the Collaboration Agreement, ABIC and HoldCo entered into investment agreements (the “Investment Agreements”) with KYMCO and certain members of the KYMCO Group (collectively, the “PIPE Investors”).

~~Pursuant~~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 ~~Investment~~“Registration ~~Agreements~~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 ~~PIPE~~definitive ~~Investors~~proxy ~~agreed~~statement/prospectus was mailed to ~~subscribe~~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 ~~purchase~~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 ~~HoldCo~~other ~~agreed~~interested persons are advised to ~~issue~~read the definitive proxy statement/prospectus and ~~sell~~other todocuments ~~such~~filed ~~investors,~~in onconnection with the ~~closing~~Business ~~date~~Combination, anas ~~aggregate~~these ofmaterials 10will contain important information about H-D,~~000~~ LiveWire,~~000~~ ~~shares~~HoldCo, ABIC and the Business Combination. Shareholders and other interested persons are also able to obtain copies of ~~Holdco~~the ~~Common~~definitive ~~Stock~~proxy ~~for~~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 ~~purchase~~request ~~price~~to: ofAEA-Bridges ~~$10~~Impact Corp.00, ~~per~~PO ~~share~~Box 1093, ~~for~~Boundary ~~aggregate~~Hall, ~~gross~~Cricket ~~proceeds~~Square, ofGrand ~~$100~~Cayman,~~000,000~~ ~~(the~~Cayman ~~“PIPE~~Islands ~~Financing”)~~KY1-1102.

The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Investment Agreements provide that HoldCo will grant the PIPE Investors in the PIPE Financing certain customary registration rights.

The foregoing description of the Investment Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Investment Agreement, which is attached as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.

Insider Letter Agreement

In connection with the signing of the Business Combination Agreement, ABIC, AEA-Bridges Impact Sponsor LLC (the “Sponsor”) and certain officers and directors of ABIC entered into an insider letter agreement (the “Insider Letter Agreement”), to amend the existing letter agreement, among ABIC, Sponsor and certain officers and directors of ABIC, dated as of October 1, 2020, to conform to the terms and conditions of the Business Combination Agreement and the ancillary agreements attached thereto.

The foregoing description of the Insider Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Letter Agreement, which is attached as Exhibit 10.2 hereto and terms of which are incorporated herein by reference.

Sponsor Letter Agreement

In connection with the signing of the Business Combination Agreement, H-D, HoldCo, LiveWire, Sponsor and certain officers and directors of ABIC entered into a certain letter agreement (the “Sponsor Letter Agreement”). The terms of the Sponsor Letter Agreement provide, among other things, that (i) Sponsor shall forfeit and/or transfer up to an aggregate of 2,000,000 shares Class B ordinary share, par value $0.0001 of ABIC and (ii) that H-D may be obligated to transfer a certain number of shares of HoldCo Common Stock owned by H-D, in each case under certain circumstances set forth therein.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of HoldCo Common Stock to be issued in connection with the Business Combination, the PIPE Financing or the Backstop Facility, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) thereof.

Additional Information about the Transactions and Where to Find It

In connection with the Business Combination, HoldCo and ABIC intend to file a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”) as co-registrants that includes a preliminary proxy statement/prospectus of ABIC and a preliminary prospectus of HoldCo, and after the Registration Statement is declared effective, ABIC will mail a definitive proxy statement/prospectus relating to the Business Combination to ABIC’s shareholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Business Combination and the

other matters to be voted upon at a meeting of ABIC’s shareholders to be held to approve the Business Combination (and related matters). This Current Report on Form 8-K 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. H-D, HoldCo and ABIC may also file other documents with the SEC regarding the Business Combination. ABIC shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and 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, HoldCo, ABIC, LiveWire and the Business Combination.

When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to ABIC shareholders as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC by ABIC through the website maintained by the SEC at www.sec.gov, or by directing a request to AEA-Bridges Impact Corp., PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102 Cayman Islands.

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, ~~2021~~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 ~~to be~~ voted upon at the ABIC shareholder meeting ~~will~~is be set forth in the Registration Statement ~~for the Business Combination when available~~. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination ~~will~~is be included in the Registration Statement. ~~that~~Shareholders ~~ABIC~~are ~~and~~also ~~HoldCo~~able ~~intend~~ to ~~file with the SEC. You may~~ obtain free copies of these documents as described in the preceding paragraph.

Forward Looking Statements

This ~~communication~~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 ~~ABIC~~H-D’s, ~~H-D~~LiveWire’s or ~~LiveWire~~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 ~~ABIC~~H-D’s, ~~H-D~~LiveWire’s or ~~LiveWire~~ABIC’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this ~~communication~~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 ~~ABIC,~~ 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 ~~approval of the shareholders of ABIC, 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.

5Forward-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.

(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 or backstop transactions contemplated by the Business Combination Agreement and related agreements, as applicable; (g) the risk that the Business Combination disrupts current plans and operations of LiveWire 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 LiveWire 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, ABIC or Holdco. 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 ~~communication~~report relates to a proposed business combination between LiveWire and ABIC. This ~~Current~~document ~~Report on Form 8-K~~ 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. ~~This Current Report on Form 8-K does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are provided as part of this Form 8-K:

ExhibitNo.		Description
2.1†		Business Combination Agreement by and among AEA-Bridges Impact Corp., LW EV Holdings, Inc., LW EV Merger Sub, Inc., Livewire EV, LLC and Harley-Davidson, Inc., dated as of December 12, 2021.
10.1		Form of Investment Agreement.
10.2		Insider Letter Agreement, by and among AEA-Bridges Impact Corp., AEA-Bridges Impact Sponsor LLC and certain officers and directors of AEA-Bridges Impact Corp., dated as of December 12, 2021.
104		Cover page interactive data file (embedded with in the inline XBRL document)

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). ABIC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: December 15, 2021

AEA-Bridges Impact Corp.

Dated: September 16, 2022

AEA-BRIDGES IMPACT CORP.

/s/ John Garcia

John Garcia

Chair and Co-Chief Executive Officer

Filing Compare · AEA-Bridges Impact Corp.