Harley Davidson SPAC Presentation Deck
Risk Factors (continued)
RISKS RELATED TO ABIC AND THE BUSINESS COMBINATION (CONTINUED)
ABIC and LiveWire expect to incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will
reduce the amount of cash available to be used for corporate purposes by ABIC if the Business Combination is not completed.
ABIC has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that ABIC will be unable to continue as a going concern if ABIC
does not consummate an initial business combination by October 5, 2022. Unless ABIC amends its amended and restated memorandum and articles of association and amends certain other agreements
into which it has entered to extend the life of ABIC, if ABIC is unable to effect an initial business combination by October 5, 2022, it will be forced to liquidate and the ABIC warrants will expire worthless.
If third parties bring claims against ABIC, the proceeds held in the trust account could be reduced and the per-share redemption amount received by ABIC's shareholders may be less than $10.00 per
share.
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During the interim period, ABIC is prohibited from entering into certain transactions that might otherwise be beneficial to it or its respective shareholders.
As a private company, LiveWire not been required to document and test its internal controls over financial reporting, nor has management been required to certify the effectiveness of its internal controls,
and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, the post-combination Company may identify material weaknesses in its
internal control over financial reporting which could lead to errors in the post-combination Company's financial reporting, which could adversely affect the post-combination Company's business and the
market price of the post-combination Company's securities.
ABIC may, in accordance with their terms, redeem unexpired ABIC warrants prior to their exercise at a time that is disadvantageous to holders of ABIC warrants.
ABIC's founders, directors, officers, advisors and their affiliates may elect to purchase ABIC Class A ordinary shares or ABIC warrants from public shareholders, which may influence the vote on the
Business Combination and reduce the public "float" of ABIC's Class A ordinary shares.
Even if ABIC the Business Combination, there can be no assurance that ABIC's public warrants will be in the money during their exercise period, and they may expire worthless.
The ability of ABIC's shareholders to exercise redemption rights with respect to a large number of outstanding ABIC Class A ordinary shares could increase the probability that the Business Combination
would not occur.
The ABIC board has not obtained (as of the date of this presentation) a third-party valuation or financial opinion in determining whether to proceed with the Business Combination, and may not obtain
such a valuation or opinion.
LiveWire's operating and financial forecasts, which were presented to the ABIC board, may not prove accurate.
The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.
Past performance by ABIC, including its management team, may not be indicative of future performance of an investment in ABIC or the post-combination Company.View entire presentation