We are a blank check company incorporated as a Cayman Islands exempted company on July 29, 2020. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
We are not limited to a particular industry or sector for purposes of consummating a business combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early-stage and emerging growth companies.
We are seeing an increased focus on sustainability and impact during the
ten-year
countdown to achieve the UN Sustainable Development Goals (“UN SDGs”) by 2030. This focus is driving numerous attractive and high-growth commercial opportunities that can contribute to the solution of complex global challenges such as: access to clean water, quality health services, education and reskilling, industrial innovation, reduction of waste, and combating climate change.
Further, we are seeing that an emphasis on better outcomes for all stakeholders is increasingly becoming a source of competitive advantage. It is already well-evidenced that businesses with strong Environmental, Social and Governance (“ESG”) practices can achieve attractive investment returns. In an era where more and more people want to work for, buy from and invest in organizations that share their values, we believe companies that have a positive impact on society and the planet will be better-placed to succeed and grow sustainably.
Our company was founded and is led by senior executives of AEA Investors LP (“AEA”) and Bridges Fund Management Ltd. (“Bridges”), both of which are affiliates of our sponsor. We believe our management team is well positioned to identify companies that align with our impact-driven investment focus and provide attractive risk-adjusted returns. Additionally, our association with AEA and Bridges brings a unique combination of
private equity and impact management to our company. The
AEA-Bridges
partnership will allow us to apply our experience of the last 50 years to our vision for the next 50 years.
On December 12, 2021, we entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and among the us, Harley-Davidson, Inc., a Wisconsin corporation
(“H-D”),
LW EV Holdings, Inc., a Delaware corporation (to be renamed LiveWire Group, Inc. in connection with the Business Combination) (“HoldCo”), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”).
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”), we will undergo a domestication to become a Delaware corporation, in connection with which all of our outstanding ordinary shares will convert into common stock, par value $0.0001 per share, of the domesticated company, and each of our outstanding warrants will convert into a warrant to acquire one share of common stock of the domesticated company; (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 us, with us 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 company 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”); and (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”.