The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you as a Shyft shareholder. Accordingly, Shyft encourages you to read carefully this entire proxy statement/prospectus, its annexes and the information incorporated by reference herein. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Shyft is a North American company active in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets. Shyft brings a 50-year legacy serving its customers, which include first-to-last mile delivery companies across vocations, federal, state, and local government entities; the trades; and utility and infrastructure segments. Shyft is organized into two core business units: Shyft Fleet Vehicles and Services™ and Shyft Specialty Vehicles™. Today, its family of brands include Utilimaster®, Blue Arc™ EV Solutions, Royal® Truck Body, DuraMag® and Magnum®, Strobes-R-Us, Spartan® RV Chassis, Builtmore Contract Manufacturing™, and Independent Truck Upfitters. Shyft and its go-to-market brands are well known in their respective industries for quality, durability, and first-to-market innovation. Shyft employs approximately 2,900 employees and contractors across campuses, and operates facilities in Arizona, California, Florida, Indiana, Iowa, Maine, Michigan, Missouri, Pennsylvania, Tennessee, Texas, and Saltillo, Mexico. Shyft reported sales of $786,000,000 in 2024.

Aebi Schmidt is a provider of smart solutions for clean and safe transportation surfaces and the management of challenging terrain. Aebi Schmidt’s unique range of products includes its own vehicles and innovative attachments for custom vehicle equipment. The products, combined with customer-tailored support and service, offer a unique solution for nearly any challenge. Aebi Schmidt is a globally active group headquartered in Switzerland and achieved net revenue of EUR 1,001,136,000 in 2024. It employs around 3,000 people in 16 sales organizations and more than a dozen production sites worldwide. Through established partnerships with dealers, Aebi Schmidt is represented in 90 additional countries. Aebi Schmidt’s portfolio consists of the product brands Aebi, Schmidt, Nido, Arctic, Monroe, Towmaster, Swenson, Meyer, MB, and ELP – all well-established brands in their respective markets, some for more than 100 years.

Holdco, a Delaware limited liability company and direct, wholly owned subsidiary of Aebi Schmidt, was formed solely for the purpose of facilitating the Merger and the other Transactions. Holdco has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the Merger and the other Transactions. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt.

Merger Sub, a Michigan corporation and directly, wholly owned subsidiary of Holdco, was formed solely for the purpose of facilitating the Merger and the other Transactions. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the Merger and the other Transactions. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt.

The terms and conditions of the Merger are contained in the Merger Agreement, which is included in this proxy statement/prospectus as Annex A and is incorporated herein by reference in its entirety. The rights and obligations of each of Shyft, Aebi Schmidt, Holdco and Merger Sub are governed by the express terms and conditions of the Merger Agreement and not by this summary or any other information contained in this proxy statement/prospectus. Shyft’s shareholders are urged to read the Merger Agreement as well as this proxy statement/prospectus carefully and in their entirety before making any voting decisions, including the approval of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Shyft, with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of Aebi Schmidt.

At the Effective Time, each share of Shyft Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Shyft Common Stock that are held immediately prior to the Effective Time by Holdco, Aebi Schmidt, Merger Sub or any of their respective subsidiaries) will automatically be converted into the right to receive 1.040166432 fully paid and nonassessable shares of Aebi Schmidt Common Stock, subject to any adjustments and withholdings described in the Merger Agreement.

As a result of the Merger, the holders of Shyft Common Stock as of immediately prior to the Effective Time will collectively own approximately 48% of the issued and outstanding shares of Aebi Schmidt Common Stock on a pro forma basis, and the holders of Aebi Schmidt Common Stock as of immediately prior to the Effective Time will collectively own approximately 52% of the issued and outstanding shares of Aebi Schmidt Common Stock on a pro forma basis, in each case, as of immediately following the Effective Time.

Shyft and Aebi Schmidt have agreed that the Combined Company will retain the name “Aebi Schmidt Holding AG”, which will continue to be a Swiss-domiciled stock corporation (Aktiengesellschaft) headquartered at Aebi Schmidt’s current corporate office in Switzerland, with a strong presence and significant footprint in the U.S. Aebi Schmidt Holding AG and its subsidiaries are generally referred to as “Aebi Schmidt Group.”

As of the Closing, Aebi Schmidt is obligated to bring the total number of issued and outstanding shares of Aebi Schmidt Common Stock to a number of approximately 77,599,384. The current Articles of Association of Aebi Schmidt will, as of immediately prior to the Effective Time, be amended and restated by the Amended Articles, substantially in the form attached hereto as Annex F, until amended after the Effective Time in accordance with the terms of the Amended Articles and applicable law.

As of the Closing, the Combined Company Board will be comprised of eleven (11) members, five (5) of whom will be designated by Shyft (who will initially be James A. Sharman, Michael Dinkins, Paul Mascarenas, Terri Pizzuto and Angela Freeman) and six (6) of whom will be designated by Aebi Schmidt (who will initially be Barend Fruithof, Peter Spuhler, Daniela Spuhler, Andreas Rickenbacher, Patrick Schaub and Martin Ritter). Mr. Sharman, the current Chairman of Shyft’s Board, will serve as the initial Chairman of the Combined Company Board. The Combined Company Board will satisfy the applicable independence standards of Nasdaq. The Combined Company Board will be constituted as described under the section of this proxy statement/prospectus entitled “The Merger—Governance of the Combined Company Following the Merger.”

Pursuant to the PCS Relationship Agreement, following the Closing, PCS shall have the right to designate for nomination by the Governance and Sustainability Committee for approval and recommendation to the Combined Company shareholders by the Combined Company Board, and the PCS Parties shall each use their respective reasonable best efforts to have elected to the Combined Company Board at any annual or special meeting of the Combined Company, for so long as PCS, together with their affiliates and respective permitted transferees, beneficially own:

Following the Closing, the Combined Company will maintain an Audit Committee, Compensation Committee, and a Governance and Sustainability Committee. The charter of the Governance and Sustainability Committee will be in the form attached to the Merger Agreement as Exhibit F).

Barend Fruithof, the current Chief Executive Officer of Aebi Schmidt, will continue to serve as the Chief Executive Officer of the Combined Company.

On December 15, 2024, after carefully considering a variety of factors relating to the Merger, the members of Shyft’s Board present at such meeting unanimously adopted resolutions (i) determining that the Merger Agreement and the Transactions, including the Merger, are fair and in the best interests of Shyft and its shareholders; (ii) approving, adopting and declaring advisable the Merger Agreement and the Transactions; (iii) directing that the Merger Agreement be submitted to a vote at a meeting of Shyft’s shareholders; and (iv) recommending approval of the Merger Agreement and the Transactions, by Shyft’s shareholders. All directors were present at such board meeting other than Mark Rourke. For more information on Shyft’s reasons for the Merger and the recommendation of the Shyft Board, please see the section of this proxy statement/prospectus entitled “The Merger—Recommendation of the Shyft Board; Reasons for the Merger.”

On December 15, 2024, Shyft’s Board received an oral opinion from Deutsche Bank, which was subsequently confirmed in writing, that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Exchange Ratio was fair from a financial point of view to the holders of outstanding shares of Shyft Common Stock. The full text of Deutsche Bank’s written opinion, dated as of December 15, 2024, is attached as Annex B

to this proxy statement/prospectus and incorporated into this document by reference. Deutsche Bank’s written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Deutsche Bank in rendering its opinion. This summary of Deutsche Bank’s written opinion is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion is addressed to Shyft’s Board for its use in connection with its evaluation of the Transactions. Deutsche Bank’s opinion relates only to the fairness, from a financial point of view, of the Exchange Ratio to the holders of Shyft Common Stock, which Deutsche Bank assumed, with the knowledge and permission of Shyft’s Board, will result in the holders of Shyft Common Stock, as of immediately prior to the Effective Time collectively, owning approximately 48% of the issued and outstanding shares of the common stock of the Combined Company on a pro forma basis and the holders of Aebi Schmidt Common Stock, as of immediately prior to the Effective Time, collectively owning approximately 52% of the issued and outstanding shares of the common stock of the Combined Company on a pro forma basis. Deutsche Bank’s opinion does not constitute a recommendation to any holder of Shyft Common Stock or any other securities as to how such holder should vote or act with respect to the Merger Proposal or any other matter.

The Special Meeting will be held virtually on June 17, 2025, at 10:00 A.M., Eastern Time. The Special Meeting is being held in order to vote on:

The Merger cannot be completed unless the Merger Proposal is approved by Shyft’s shareholders.

The following voting requirements will be in effect for each Proposal described in this proxy statement/prospectus:

Shyft’s Board has fixed the close of business on May 13, 2025 as the Record Date for the Special Meeting. Only holders of record of the issued and outstanding shares of Shyft Common Stock at the close of business on the Record Date for the Special Meeting are entitled to vote at the Special Meeting or any adjournments thereof.

As of the close of business on the Record Date, there were approximately 35,009,790 shares of Shyft Common Stock issued and outstanding. Each holder of shares of Shyft Common Stock is entitled to one vote, in person or by proxy, for each share of Shyft Common Stock held by such holder on all matters properly brought before the Special Meeting.

In considering the Shyft Board’s recommendation that Shyft shareholders approve the Merger Agreement and the Transactions, including the Merger, Shyft shareholders should be aware that the executive officers and non-employee directors of Shyft have certain interests in the Merger that may be different from, or in addition to, the interests of Shyft shareholders generally. Shyft’s Board was aware of these interests and considered them, among other matters, in approving the resolutions and the Transactions, and in making their recommendation that Shyft shareholders approve the Merger Agreement and the Transactions. For purposes of this disclosure, Shyft’s executive officers are:

Mr. Douyard was Shyft’s Chief Financial Officer for the entire 2024 fiscal year and resigned his employment with Shyft on December 31, 2024. Shyft’s non-employee directors are James A. Sharman (Chairman of Shyft’s Board), Michael Dinkins, Carl Esposito, Angela Freeman, Pamela Kermisch, Paul Mascarenas, Terri Pizzuto and Mark Rourke. Messrs. Dunn and Sherbin have informed Shyft’s Board and Aebi Schmidt that, if the Merger is consummated, they intend to resign their employment for Good Reason (as defined in the Shyft Executive Severance Plan (as defined below)), and therefore they do not intend to become executive officers of the Combined Company. In the event that such a termination constitutes Good Reason, their resignation will constitute a Qualifying Termination for purposes of the Shyft Executive Severance Plan. Pursuant to the Merger Agreement, Shyft may acknowledge that Mr. Dunn has Good Reason as a result of the Transactions. With respect to Mr. Sherbin, (i) the underlying event must qualify as a basis for Good Reason, (ii) the executive must provide notice of intention to terminate employment for Good Reason within 90 days after the executive has knowledge, or reasonably would have knowledge, of the underlying event, and (iii) Shyft has 30 days to cure the event. For a more complete summary regarding a Qualifying Termination, please see the section of this proxy statement/prospectus entitled “The Merger—Interests of Shyft’s Executive Officers and Non-Employee Directors in the Merger.”

Pursuant to a lockup letter, dated as of April 5, 2025, by and between Aebi Schmidt and John Dunn, filed as Exhibit 10.19 to the registration statement of which this proxy statement forms a part, Mr. Dunn agreed (a) for 12 months after the Closing that he will not, and will cause each of his permitted transferees not to, transfer any shares of Aebi Schmidt Common Stock that he beneficially owns at the Effective Time without prior approval of the Combined Company Board, such approval not to be unreasonably withheld or delayed, and (b) for an additional period thereafter, as long as he is bound by an advisory arrangement with Aebi Schmidt, he will continue to be bound by terms substantially the same as set forth in Shyft’s share ownership guidelines that are in force at the date of the Merger Agreement.

The Closing is subject to the receipt or waiver of certain required regulatory approvals, including the receipt of antitrust clearance in the U.S., Germany, and Austria, and the CFIUS Clearance. Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until notification and report forms have been filed with the FTC and the DOJ and the applicable waiting period (or any extensions thereof) has expired or been terminated. Similarly, the Merger cannot be consummated until the closing conditions relating to the required foreign regulatory filings or clearance under the antitrust and foreign direct investment laws in the required jurisdictions have been satisfied or waived.

On December 23, 2024, each of Shyft and Aebi Schmidt filed with the FTC and DOJ notification and report forms under the HSR Act with respect to the proposed Merger. The waiting period with respect to the notification and report forms filed under the HSR Act expired on January 22, 2025.

On January 20, 2025, the PCS Parties filed with the German Federal Cartel Office (“FCO”) notification of the proposed Merger. Clearance was obtained on January 29, 2025.

On January 20, 2025, PCS filed with the Austrian Federal Competition Authority (“FCA”) notification of the proposed Merger. Clearance was obtained on February 20, 2025.

On February 21, 2025, Shyft and Aebi Schmidt filed with CFIUS a notice filing with respect to the proposed Merger. CFIUS Clearance was obtained on April 14, 2025.

At any time before or after the Closing, notwithstanding the termination of the waiting periods under the HSR Act and receipt or waiver of any required foreign regulatory approvals, the DOJ, FTC or any U.S. state or any other U.S. or non-U.S. governmental authority could take such action under applicable antitrust laws, foreign direct investment laws or other applicable laws as any such authority deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Transactions or seeking divestiture of substantial assets of Shyft and/or Aebi Schmidt. A competitor, customer or other private third party also may seek to take legal action under the antitrust laws challenging or seeking to enjoin the Transactions, before or after they are consummated.

Under the Merger Agreement, Shyft, Aebi Schmidt, Holdco, and Merger Sub must use reasonable best efforts to take all necessary actions to obtain all approvals of governmental authorities required to consummate the Merger and the other Transactions. For a description of the parties’ obligations with respect to regulatory and other governmental approvals related to the Transactions, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Efforts to Obtain Regulatory Approval.”

Under the MBCA, Shyft shareholders are not entitled to dissenters’ rights in connection with the Merger or the other Transactions.

The obligations of the parties to consummate the Merger are subject to the satisfaction or (to the extent permitted by applicable law) waiver by each of the parties to the Merger Agreement of the following conditions at or prior to the Closing:

In addition, Aebi Schmidt’s, Holdco’s and Merger Sub’s obligation to complete the Merger is subject to the satisfaction or (to the extent permitted by applicable law) waiver by Aebi Schmidt at or prior to the Closing of the following conditions:

In addition, Shyft’s obligation to complete the Merger is subject to the satisfaction or (to the extent permitted by applicable law) waiver by Shyft at or prior to the Closing of the following conditions:

For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Merger, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to Completion of the Merger.”

From the date of the Merger Agreement until the earlier of the Closing and the termination of the Merger Agreement, Aebi Schmidt has agreed not to, and has agreed to cause its subsidiaries and controlled affiliates, and its and their respective equityholders, officers and directors not to, and has agreed to use reasonable best efforts to cause its and its subsidiaries’ respective other representatives not to, directly or indirectly:

In addition, Aebi Schmidt has agreed to, and has agreed to cause its subsidiaries to, and has agreed to direct its and their respective representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Aebi Schmidt Acquisition Proposal. Further, to the extent that it has not done so prior to the date of the Merger Agreement, Aebi Schmidt has agreed to promptly request that each third party, if any, that has executed

a confidentiality agreement with Aebi Schmidt or its affiliates within the 12-month period prior to the date of the Merger Agreement in connection with its consideration of any Aebi Schmidt Acquisition Proposal to return or destroy all confidential information furnished prior to the date of the Merger Agreement to such person by or on behalf of Aebi Schmidt or any of its subsidiaries.

Subject to certain exceptions, from the date of the Merger Agreement until the earlier of the Closing and the termination of the Merger Agreement, Shyft has agreed not to, and has agreed to cause its subsidiaries and its and their respective officers and directors not to, and has agreed to use reasonable best efforts to cause its and its subsidiaries’ respective other representatives not to, directly or indirectly:

In addition, subject to certain exceptions, Shyft has agreed that neither Shyft’s Board (nor any committee thereof) will:

Notwithstanding the foregoing non-solicitation obligations and the no adverse board recommendation restrictions on Shyft, if, at any time prior to the receipt of approval of the Merger Proposal, Shyft’s Board receives a bona fide written Shyft Acquisition Proposal made after the date of the Merger Agreement that did not result from any breach of Shyft’s non-solicitation restrictions, Shyft’s Board (or a duly appointed committee thereof) may, if Shyft’s Board determines in good faith, after consultation with Shyft’s financial advisor and outside legal counsel, and based on the information then available to it, that (i) such bona fide written Shyft Acquisition Proposal either constitutes a Shyft Superior Proposal or would reasonably be expected to result in a Shyft Superior Proposal and (ii) the failure to take such actions would be inconsistent with the Shyft Board’s fiduciary duties under applicable law, then Shyft and its representatives may (subject to (x) the compliance with certain notice and other requirements and (y) under certain circumstances and if requested by Aebi Schmidt, the compliance with Shyft’s obligation to discuss and negotiate in good faith with Aebi Schmidt regarding any proposal by Aebi Schmidt to amend the Merger Agreement in response to such Shyft Superior Proposal) (A) engage in negotiations or discussions with such third party and its representatives that has made or renewed, and in each case has not withdrawn, such bona fide written Shyft Acquisition Proposal; (B) thereafter furnish to such third party and its representatives and its debt and equity financing sources non-public information relating to Shyft or any of its subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which is required to be promptly provided for informational purposes to Aebi Schmidt (and in all events within 48 hours)); provided that all such non-public information (to the extent that such information has not been previously provided or made available to Aebi Schmidt) is provided or made available to Aebi Schmidt, as the case may be, substantially concurrently or as promptly as practicable (and in all events within 48 hours) following the time it is provided or made available to such third party; and (C) following receipt of a bona fide written Shyft Superior Proposal, (x) make a Shyft Adverse Recommendation Change and (y) terminate the Merger Agreement and simultaneously enter into a definitive agreement implementing such Shyft Superior Proposal (provided, that Shyft may not terminate the Merger Agreement unless concurrently with such termination Shyft pays Aebi Schmidt the termination fee set forth in the Merger Agreement).

In addition, notwithstanding the foregoing non-solicitation obligations and the no adverse board recommendation restrictions on Shyft in the Merger Agreement, prior to approval of the Merger Proposal (and in no event after approval of the Merger Proposal), Shyft’s Board may effect a Shyft Adverse Recommendation Change in response to a Shyft Intervening Event but only if:

For a more complete summary, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Changes in Shyft Recommendation.”

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the requisite shareholder approvals, under the following circumstances:

Shyft will be obligated to pay a termination fee of $13,664,855 in cash to Aebi Schmidt if the Merger Agreement is terminated (a) by Shyft, prior to receiving the approval of the Merger Proposal, in order to enter into a definitive agreement with respect to a Shyft Superior Proposal, (b) by Aebi Schmidt if Shyft’s Board effects a Shyft Adverse

Recommendation Change at any time prior to the receipt of the approval of the Merger Proposal, and (c) by either Aebi Schmidt or Shyft as a result of the failure to obtain approval of the Merger Proposal at a time when Aebi Schmidt is permitted to terminate the Merger Agreement as a result of Shyft’s Board effecting a Shyft Adverse Recommendation Change.

Aebi Schmidt will be obligated to pay a termination fee of $23,913,497 in cash to Shyft if the Merger Agreement is terminated (a) by Shyft as a result of a breach by Aebi Schmidt of certain pre-Closing covenants relating to the Debt Financing, (b) by Shyft if certain of the conditions to Aebi Schmidt’s obligations to consummate the Closing have been satisfied, Shyft has delivered written notice to Aebi Schmidt that it is ready, willing and able to consummate the Closing, and Aebi Schmidt has failed to obtain the Debt Financing or an Alternative Financing, and (c) by Aebi Schmidt or Shyft as a result of the failure to consummate the Closing on or before the End Date and, at the time of such termination, Shyft has the right to terminate the Merger Agreement as a result of (i) a breach by Aebi Schmidt of certain pre-Closing covenants relating to the Debt Financing, or (ii) certain of the conditions to Aebi Schmidt’s obligations to consummate the Closing having been satisfied, Shyft having delivered written notice to Aebi Schmidt that it is ready, willing and able to consummate the Closing, and Aebi Schmidt having failed to obtain the Debt Financing or an Alternative Financing.

If the Merger Agreement is validly terminated, the Merger Agreement will become void and of no effect without liability of any party (or any officer, director, employee, stockholder, shareholder or Representative of such party) to any other parties thereto, provided that (i) no termination of the Merger Agreement will relieve any party of liabilities to any other party resulting from fraud or willful breach of the Merger Agreement and (ii) any payment of a termination fee under the Merger Agreement shall not relieve Shyft or Aebi Schmidt, as applicable, from the obligations to pay all costs and expenses incurred by such party in connection with the Merger Agreement, the Merger and the other Transactions. Notwithstanding the foregoing sentence, certain provisions in the Merger Agreement (including, but not limited to, those relating to construction, governing law, third party beneficiaries, waiver of jury trial and disclosure schedules) will survive in the event of termination.

For a more complete summary, please see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees.”

Except as otherwise expressly provided in the Merger Agreement, all costs and expenses incurred in connection with the Merger Agreement, the Merger and the other Transactions will be paid by the party incurring such costs and expenses. For a more complete summary, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Expenses.”

Concurrently at the Closing, the PCS Parties will enter into the PCS Relationship Agreement with Aebi Schmidt pursuant to which, among other things:

Concurrently at the Closing, Gebuka will enter into the Gebuka Relationship Agreement and Barend Fruithof will enter into the Fruithof Relationship Agreement, each of which is based on the same form as the PCS Relationship Agreement, except that, among other differences, each of Gebuka and Fruithof will not have any right to designate any individual for nomination to the Combined Company Board and will not be entitled to the information rights provided to PCS under the PCS Relationship Agreement.

For a more complete summary, please see the section of this proxy statement/prospectus entitled “Other Related Agreements—Relationship Agreements.”

In connection with the execution of the Merger Agreement, Shyft entered into the Support Agreement with the Specified Stockholders, who represented approximately 98% of the issued and outstanding shares of Aebi Schmidt Common Stock as of December 16, 2024. The Support Agreement provides that, among other things, the Specified Stockholders will vote the shares of Aebi Schmidt Common Stock set forth opposite such Specified Stockholder’s name on Annex I to the Support Agreement (together with any additional shares of Aebi Schmidt Common Stock or voting securities acquired by such Specified Stockholder after the date of the Support Agreement) (i) in favor of any transaction or other matter contemplated by the Merger Agreement, including any matter contemplated by the Aebi Schmidt Stockholder Approval, and (ii) against any (1) alternative acquisition proposal, (2) reorganization, recapitalization, liquidation or winding-up of Aebi Schmidt or any other extraordinary transaction involving Aebi Schmidt, (3) action, agreement or transaction the consummation of which would reasonably be expected to prevent or delay the consummation of the Merger, or (4) action or agreement that would reasonably be expected to result in a breach or violation of any covenant, representation or warranty or any other obligation of such Specified Stockholder contained in the Support Agreement.

Each Specified Stockholder has also agreed in the Support Agreement to certain restrictions on the transfer of its shares of Aebi Schmidt Common Stock, subject to the terms and conditions set forth in the Support Agreement. The Support Agreement will automatically terminate upon the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) the mutual written agreement of the parties to the Support Agreement.

For a more complete summary, please see the section of this proxy statement/prospectus entitled “Other Related Agreements—Support Agreement.”

At the Closing, Aebi Schmidt and certain Specified Stockholders will enter into the Registration Rights Agreement, pursuant to which, among other things, Aebi Schmidt will (i) provide certain demand and “piggy-back” registration rights to the holders of registrable securities that are party to the Registration Rights Agreement, and (ii) if Aebi Schmidt is eligible to use Form S-3 or F-3, file a resale shelf registration statement on Form S-3 or F-3, as applicable, covering Aebi Schmidt Common Stock on demand by the other parties to the Registration Rights Agreement. For a more complete summary, please see the section of this proxy statement/prospectus entitled “Other Related Agreements—Registration Rights Agreement.”

The Merger will be accounted for as a “forward merger” using the acquisition method of accounting, pursuant to the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Aebi Schmidt treated as the legal and accounting acquirer and Shyft treated as the legal and accounting acquiree. Aebi Schmidt has been determined to be the accounting acquirer primarily based on an evaluation of the following facts and circumstances:

ASC 805 requires the allocation of the purchase price consideration to the fair value of the identified assets acquired, and liabilities assumed, upon consummation of a business combination. Accordingly, the total purchase price paid by Aebi Schmidt, as the accounting acquirer, to acquire Shyft will be allocated to the assets acquired, and liabilities of Shyft assumed, based upon preliminary estimated fair values. Any excess amounts after allocating the estimated consideration to identifiable tangible and intangible assets acquired and liabilities assumed will be recorded as goodwill; however, the net assets of Aebi Schmidt will continue to be recognized at historical cost. Furthermore, because Aebi Schmidt is treated as the accounting acquirer, prior period financial information presented in the Combined Company’s financial statements will reflect the historical financial activity of Aebi Schmidt. For a more complete summary, please see the sections of this proxy statement/prospectus entitled “Selected Unaudited Pro Forma Condensed Combined Financial Information” and “Unaudited Pro Forma Condensed Combined Financial Information.”

In connection with the execution of the Merger Agreement, Aebi Schmidt entered into a debt commitment letter, mandate letters, and fee letters, dated as of December 16, 2024 (collectively the “Debt Commitment Papers”) with the Original Lenders, pursuant to which the Original Lenders agreed to provide Aebi Schmidt and certain of its subsidiaries with (1) a multicurrency senior secured amortizing term loan facility in an aggregate principal amount of up to $350,000,000 and (2) a multicurrency senior secured revolving credit facility in an aggregate principal amount of up to $200,000,000 on the terms and subject to the conditions set forth in the Debt Commitment Papers

(the “Debt Financing”). Subsequent to the execution of the Merger Agreement, Aebi Schmidt entered into the New Credit Facilities Agreement with respect to the Debt Financing. The New Credit Facilities Agreement provides aggregate facilities of $600,000,000 consisting of (1) a multicurrency senior secured amortizing term loan facility in an aggregate amount of up to $350,000,000 (the “New Term Loan Credit Facility”) and (2) a multicurrency senior secured revolving loan facility in an aggregate amount of up to $250,000,000 (which is $50,000,000 more than contemplated by the Debt Commitment Papers) (the “New Revolving Credit Facility”, and together with the New Term Loan Credit Facility, the “New Credit Facilities”), both of which mature no later than five years after the first utilization under the New Credit Facilities Agreement. The proceeds of the New Credit Facilities shall be used (1) to refinance existing interest-bearing financial indebtedness of Aebi Schmidt and Shyft (and their subsidiaries) (the “Refinancing”) and (2) to pay costs and expenses incurred in connection with the Refinancing and the Transactions (collectively, the “Finance Uses”). The New Revolving Credit Facility may additionally be used for general corporate and working capital purposes (including certain permitted acquisitions). The obligations of the Lenders to consummate the Debt Financing under the New Credit Facilities Agreement are subject to certain closing conditions, including the consummation of the Merger.

In connection with the filing of the registration statement of which this proxy statement/prospectus forms a part, Davis Polk has delivered to Shyft its opinion to the effect that, based upon and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the federal income tax opinion filed as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, and representations from Shyft and Aebi Schmidt, (i) the Merger will qualify as a reorganization under Section 368(a) of the Code, and (ii) the transfer of shares of Shyft Common Stock by shareholders of Shyft pursuant to the Merger (other than by any shareholder of Shyft who is a U.S. person and would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii))) of Aebi Schmidt following the Merger that does not enter into a five year gain recognition agreement with respect to Shyft Common Stock such shareholder transferred in the form provided in Treasury Regulations Section 1.367(a)-8) should qualify for an exception to Section 367(a)(1) of the Code.

Assuming that the Merger qualifies for the Intended U.S. Shareholder Tax Treatment, if a U.S. holder of shares of Shyft Common Stock exchanges all of its shares of Shyft Common Stock for shares of Aebi Schmidt Common Stock in the Transactions, and the U.S. holder is not a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii))) that does not file with the IRS a gain recognition agreement as described in applicable Treasury Regulations, such U.S. holder should not recognize any gain or loss with respect to its shares of Shyft Common Stock, except to the extent of any cash such U.S. holder may receive in lieu of a fractional share of Aebi Schmidt Common Stock.

If, notwithstanding the parties’ expectation, Section 367(a)(1) of the Code were to apply to the Merger, a U.S. holder of shares of Shyft Common Stock would recognize gain (but not loss) on such exchange. Additionally, if the IRS were to successfully challenge under Section 7874 of the Code Aebi Schmidt’s status as a non-U.S. corporation for U.S. federal income tax purposes, Aebi Schmidt would be subject to significant adverse tax consequences, including a higher effective corporate tax rate on Aebi Schmidt. For a more complete description of the risks if Section 367(a)(1) of the Code were to apply to the Merger, please see the section of this proxy statement/prospectus entitled “Risk Factors—Risks Relating to Tax Matters.”

For a more complete description of the U.S. federal income tax consequences of the Transactions to U.S. holders, please see the section of this proxy statement/prospectus entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders.”

This proxy statement/prospectus and documents incorporated by reference into this proxy statement/prospectus contain certain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Exchange Act with respect to the businesses, strategies and plans of Shyft and Aebi Schmidt and the Combined Company following the Merger, their expectations relating to the Merger and the future financial condition and performance of the Combined Company following the Merger. Statements included in or incorporated by reference into this proxy statement/prospectus that are not historical facts, including statements about the beliefs and expectations of the management of each of Shyft and Aebi Schmidt, are forward-looking statements.

Whenever used, words such as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements,” including the negative of those words and phrases, are forward-looking statements. Such forward-looking statements are based on management’s current views and assumptions regarding future events, future business conditions and the outlook for Shyft, Aebi Schmidt and the Combined Company based on currently available information.

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 the control of Shyft’s management team, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Actual results may differ materially from the current expectations of Shyft and Aebi Schmidt, depending upon a number of factors affecting their businesses and risks associated with the successful execution of the Merger and the integration and performance of their businesses following the Merger. These factors include, but are not limited to, risks and uncertainties detailed in Shyft’s periodic public filings with the SEC, including those discussed in the section of this proxy statement/prospectus entitled “Risk Factors” and in the section entitled “Risk Factors” in Shyft’s 2024 Form 10-K, and in subsequent filings by Shyft with the SEC, and the following factors:

Consequently, all of the forward-looking statements Shyft or Aebi Schmidt make in this document are qualified by the information contained in or incorporated by reference into this proxy statement/prospectus, including, but not limited to, (i) the information contained under this heading, (ii) the information discussed in the section of this proxy statement/prospectus entitled “Risk Factors” and (iii) the information discussed under the section entitled “Risk Factors” in Shyft’s 2024 Form 10-K and subsequent filings by Shyft with the SEC. For more information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Neither Shyft nor Aebi Schmidt is under any obligation, and each expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as required by law. Persons reading this proxy statement/prospectus are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.