Harley Davidson SPAC Presentation Deck
Risk Factors (continued)
RISKS RELATED TO THE BUSINESS COMBINATION
• We will be controlled by H-D, whose interests may conflict with our interests and, after the completion of the Business Combination transaction, the interests of other shareholders. Upon the completion of
the Business Combination, H-D may be able to control our strategic direction and exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors
and amendments of our organizational documents, and an approval right over any acquisition or liquidation of LiveWire.
• Historically, our business was operated as a business segment of H-D and our historical financial information is not necessarily representative of the results that we would have achieved as an
independent public company and may not be a reliable indicator of our future results.
• H-D and some of its directors and executive officers have interests in the Business Combination that are different from or are in addition to other stockholders in recommending that stockholders vote in
favor of approval of the Business Combination proposal and approval of the other proposals described in this proxy statement/prospectus.
• Following the completion of the Business Combination, LiveWire and H-D will have dual-CEOs.
• Future sales, or the perception of future sales, by LiveWire stockholders, including by H-D, in the public market following the Business Combination could cause the market price for LiveWire common
stock to decline.
• Following the completion of the Business Combination, LiveWire will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business,
financial condition and results of operations.
RISKS RELATED TO ABIC AND THE BUSINESS COMBINATION
The ABIC sponsor has agreed to vote in favor of the Business Combination, regardless of how AEA-Bridges Impact Corporation's ("ABIC") public shareholders vote.
ABIC, the ABIC sponsor, certain members of the ABIC board and ABIC officers have interests in the Business Combination that are different from or are in addition to other shareholders in
recommending approving the Business Combination and the other matters that will be described in a proxy statement/prospectus that will be filed in connection with the Business Combination. Such
conflicts of interest include that the ABIC sponsor and ABIC's officers and directors may lose their entire investment in ABIC if the Business Combination is not completed.
Because the post-combination Company will be a publicly listed company by virtue of a merger as opposed to an underwritten initial public offering (which uses the services of one or more underwriters),
less due diligence on the post-combination Company may have been conducted as compared to an underwritten initial public offering.
ABIC's shareholders will experience dilution as a consequence of the issuance of post-combination Company securities as consideration in the Business Combination and may experience dilution from
several additional sources in connection with and after the Business Combination, including any future issuances or resales of the post-combination Company securities. Having a minority share position
may reduce the influence that ABIC's shareholders have on the management of the post-combination Company.
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