Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

The Business Combination Agreement and the transactions contemplated thereby (the "Business Combination") were approved by the board of directors of each of H-D, HoldCo, Merger Sub and ABIC and by the sole member of LiveWire.

The Business Combination

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".

The Business Combination 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 HoldCo and H-D.

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Consideration

Under the terms of the Business Combination Agreement, the aggregate consideration to be paid in the Business Combination is derived from an aggregate transaction equity value of $1,770,000,000, apportioned between cash and shares of HoldCo Common Stock, as more specifically set forth therein.

H-D Backstop and Private Placement

Under the Business Combination Agreement, 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.

H-D has also committed to 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

The parties to the Business 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

The consummation of the Business 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

The Business Combination Agreement 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

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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. H-D does not believe that these schedules contain information that is material to an investment decision.

Long-Term Collaboration Agreement

In connection with the signing of the Business Combination Agreement, on December 12, 2021, LiveWire entered into a Long Term Collaboration Agreement (the "Collaboration Agreement") with Kwang Yang Motor Co., Ltd. ("KYMCO"), effective upon the closing of the Business Combination. The initial term of the Collaboration Agreement is ten (10) years.

LiveWire is seeking to collaborate with KYMCO to accelerate development of two-wheel and other electric vehicles and to explore further business opportunities in electric vehicles markets by leveraging the parties' capability in the design, development, manufacturing, and distribution of electric vehicles products. Under the terms of the Collaboration Agreement, LiveWire agrees to work with KYMCO in various capacities including the engagement of contract manufacturing by KYMCO for LiveWire's Slayer powertrains and all two-wheel products that leverage Slayer powertrains. Other contemplated collaboration areas include Ionex, Noodoe, charging infrastructure, technical support, and distribution of certain other electric vehicles products.

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

PIPE Financing (Private Placement)

In connection 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 to the Investment Agreements, the PIPE Investors agreed to subscribe for and purchase, and ABIC and HoldCo agreed to issue and sell to such investors, on the closing date, an aggregate of 10,000,000 shares of Holdco Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $100,000,000 (the "PIPE Financing").

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 10.2 hereto and the 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, AEA-Bridges Impact Sponsor LLC ("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 Class B ordinary shares, par value $0.0001, of ABIC (the "Sponsor Shares") 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.

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Additional Information 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, LiveWire, HoldCo, ABIC 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

H-D, LiveWire, ABIC and their respective directors and officers may be deemed participants in the solicitation of proxies of ABIC shareholders in connection with the Business Combination. ABIC 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 . . .

Item 9.01 Financial Statements and Exhibits.

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





Exhibit
No.         Description

2.1†          Business Combination Agreement, dated as of December 12, 2021, by
            and among Harley-Davidson, Inc., AEA-Bridges Impact Corp., LW EV
            Holdings, Inc., LW EV Merger Sub, Inc. and LiveWire EV, LLC.

10.1*         Long Term Collaboration Agreement, dated as of December 12, 2021, by
            and between LiveWire EV, LLC and Kwang Yang Motor Co., Ltd.

10.2          Form of Investment Agreement.

104         Cover Page Interactive Data File (embedded within 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). H-D agrees to furnish

supplementally a copy of all omitted exhibits and schedules to the SEC upon its

request.

* Portions of this Exhibit have been omitted in accordance with Regulation S-K

Item 601(b)(10)(iv). H-D agrees to furnish an unredacted copy of this Exhibit

to the SEC upon its request.

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