Attachment: FORM S-4/A


EX-5.1

Exhibit 5.1

 

LOGO

 

      

601 Lexington Avenue

New York, NY 10022

United States

 

+1 212 446 4800

 

www.kirkland.com

  

Facsimile:

+1 212 446 4900

 

May 20, 2022

AEA-Bridges Impact Corp.

PO BOX 1093, Boundary Hall

Cricket Square, Grand Cayman,

Cayman Islands KY1-1102

LiveWire Group, Inc.

1209 Orange Street

Wilmington, New Castle

County, Delaware 19801

Ladies and Gentlemen:

We have acted as special legal counsel to AEA-Bridges Impact Corp., an exempted company incorporated in the Cayman Islands with limited liability (“ABIC”) and LiveWire Group, Inc., a Delaware corporation (“HoldCo”), in connection with the Registration Statement on Form S-4, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 7, 2022, as amended and supplemented through the date hereof pursuant to the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereafter referred to as the “Registration Statement”), relating to the Business Combination Agreement, dated December 12, 2021 (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 ABIC, Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), HoldCo, LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”).

In connection with the Business Combination, (a) at least one day prior to the effectiveness of the merger of Merger Sub with and into ABIC, with ABIC surviving the merger as a wholly owned direct subsidiary of HoldCo (the “Merger”), ABIC will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (“Domesticated ABIC”) (the “Domestication”), and, as a result, (i) all outstanding Class A ordinary shares of ABIC, par value $0.0001 per share, (the “Class A Ordinary Shares”), and Class B ordinary shares of ABIC, par value $0.0001 per share, (the “Class B Ordinary Shares”)

 

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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page 2

 

(the Class A Ordinary Shares and Class B Ordinary Shares, collectively, the “ABIC Shares”) will convert into shares of Class A common stock of Domesticated ABIC, par value $0.0001 per share, (the “Domesticated ABIC Common Stock”), (ii) each outstanding warrant included in the units sold in ABIC’s initial public offering (the “ABIC Units”), exercisable for one Class A Ordinary Share at a price of $11.50 per share (the “Public Warrants”) and each outstanding warrant exercisable for one Class A Ordinary Share at a price of $11.50 per share sold to AEA-Bridges Impact Sponsor LLC simultaneously with the closing of ABIC’s initial public offering in a private placement at a price of $1.00 per warrant (the “Private Placement Warrants”) (the Public Warrants and the Private Placement Warrants, collectively, the “ABIC Warrants”) will each convert into a warrant to acquire one share of Domesticated ABIC Common Stock at an exercise price of $11.50 per share of Domesticated ABIC Common Stock (a “Domesticated ABIC Warrant”) and (iii) each issued and outstanding ABIC Unit that has not been previously separated into the underlying Class A Ordinary Share and underlying ABIC Warrant upon the request of the holder thereof will be canceled and will entitle the holder thereof to one share of Domesticated ABIC Common Stock and one-half of one Domesticated ABIC Warrant; (b) on the day of and prior to the Closing, H-D and LiveWire will consummate the separation of the LiveWire business and the other transactions contemplated by the separation agreement into which H-D and LiveWire will enter on the day of the Closing; (c) on the day of and prior to the Closing, the Merger will occur, and as a result (i) each share of Domesticated ABIC Common Stock will be converted on a one-for-one basis into shares of common stock of HoldCo, par value $0.0001 per share, (the “HoldCo Common Stock”) and (ii) each Domesticated ABIC Warrant will convert into a warrant that represents the right to acquire shares of HoldCo Common Stock (a “HoldCo Warrant”); and (d) ElectricSoul, LLC (the “Company Equityholder”) will contribute to HoldCo all of the membership interests of LiveWire (the “Company Equity”) in exchange for the issuance to the Company Equityholder of 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.

This opinion is being rendered in connection with the registration under the above-referenced Registration Statement of (a) 80,500,000 shares of Domesticated ABIC Common Stock, consisting of (i) 40,000,000 shares to be issued to holders of Class A Ordinary Shares, (ii) 10,000,000 shares to be issued to holders of Class B Ordinary Shares and (iii) 30,500,000 shares to be issued upon the exercise of the Domesticated ABIC Warrants (the “Domesticated ABIC Warrant Shares”); (b) 30,500,000 Domesticated ABIC Warrants; (c) 254,000,000 shares of HoldCo Common Stock, consisting of (i) 50,000,000 shares to be issued in exchange for shares of Domesticated ABIC Common Stock, (ii) 161,000,000 shares to be issued to the Company Equityholder in respect of the Company Equity (the “Company Equityholder HoldCo Shares”), (iii) 12,500,000 shares that may be issued as contingent consideration in the Business Combination pursuant to the Business Combination Agreement (the “Company Equityholder HoldCo Earnout Shares”) and (iv) 30,500,000 shares issuable upon exercise by holders of Domesticated ABIC Warrants following the Domestication (the “HoldCo Warrant Shares”); and (d) 30,500,000 HoldCo Warrants.


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page 3

 

In connection with the preparation of this opinion, we have, among other things, read:

 

  (a)

a copy of the Business Combination Agreement, filed as Exhibit 2.1 to the Registration Statement;

 

  (b)

the Registration Statement;

 

  (c)

the Certificate of Incorporation of Domesticated ABIC, to be filed with the Delaware Secretary of State, in the form filed as Exhibit 3.1 to the Registration Statement (the “Domesticated ABIC Certificate of Incorporation”);

 

  (d)

the Certificate of Incorporation of HoldCo, to be filed with the Delaware Secretary of State, in the form filed as Exhibit 3.3 to the Registration Statement (the “HoldCo Certificate of Incorporation”);

 

  (e)

the form of proposed bylaws of Domesticated ABIC, in the form filed as Exhibit 3.2 to the Registration Statement;

 

  (f)

the form of proposed bylaws of HoldCo, in the form filed as Exhibit 3.4 to the Registration Statement;

 

  (g)

a copy of the ABIC Warrant Agreement, by and between ABIC and Continental Stock Transfer & Trust Company, as transfer agent, dated October 1, 2020 (the “ABIC Warrant Agreement”);

 

  (h)

the Specimen Common Stock Certificate of HoldCo, in the form filed as Exhibit 4.1 to the Registration Statement;

 

  (i)

the Specimen Warrant Certificate of HoldCo, in the form filed as Exhibit 4.2 to the Registration Statement;

 

  (j)

the form of proposed certificate of merger of ABIC and Merger Sub, to be filed with the Delaware Secretary of State, in connection with the Merger; and

 

  (k)

such other documents, records and other instruments as we have deemed necessary or appropriate in order to deliver the opinions set forth herein.


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page 4

 

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto (other than HoldCo). We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of ABIC and others as to factual matters.

Subject to the assumptions, qualifications, exclusions and other limitations which are identified in this opinion, we advise you that:

 

  1.

Upon (i) the effectiveness of the Domestication and (ii) the filing of the Domesticated ABIC Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, the issued and outstanding ABIC Shares will automatically convert by operation of law, on a one-for-one basis, into duly authorized, validly issued, fully paid and non-assessable shares of Domesticated ABIC Common Stock.

 

  2.

Upon (i) the effectiveness of the Domestication and (ii) the filing of the Domesticated ABIC Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, each issued and outstanding Domesticated ABIC Warrant will be a valid and binding obligation of Domesticated ABIC, enforceable against Domesticated ABIC, in accordance with its terms under the laws of the State of New York.

 

  3.

Upon (i) the effectiveness of the Domestication, (ii) the filing of the Domesticated ABIC Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware and (iii) the exercise by the holders of the ABIC Warrants and the payment of the exercise price for the ABIC Warrants pursuant to the ABIC Warrant Agreement, the Domesticated ABIC Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable.

 

  4.

Upon (i) the effectiveness of the Merger and (ii) the filing of the HoldCo Certificate of Incorporation with the Secretary of State of the State of Delaware, the issued and outstanding shares of Domesticated ABIC Common Stock will automatically convert by operation of law, on a one-for-one basis, into duly authorized, validly issued, fully paid and non-assessable shares of HoldCo Common Stock.


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page 5

 

  5.

Upon (i) the effectiveness of the Merger and (ii) the filing of the HoldCo Certificate of Incorporation with the Secretary of State of the State of Delaware, the Company Equityholder Holdco Shares will be duly authorized, validly issued, fully paid and non-assessable shares of HoldCo Common Stock.

 

  6.

Upon (i) the effectiveness of the Merger, (ii) the filing of the HoldCo Certificate of Incorporation with the Secretary of State of the State of Delaware and (iii) the occurrence of certain triggering events as described in the Registration Statement, the Company Equityholder HoldCo Earnout Shares will be duly authorized, validly issued, fully paid and non-assessable shares of HoldCo Common Stock.

 

  7.

Upon (i) the effectiveness of the Merger and (ii) the filing of the HoldCo Certificate of Incorporation with the Secretary of State of the State of Delaware, each issued and outstanding HoldCo Warrant will be a valid and binding obligation of HoldCo, enforceable against HoldCo, in accordance with its terms under the laws of the State of New York.

 

  8.

Upon (i) the effectiveness of the Merger, (ii) the filing of the HoldCo Certificate of Incorporation with the Secretary of State of the State of Delaware and (iii) the exercise by the holders of the HoldCo Warrants and the payment of the exercise price for the HoldCo Warrants pursuant to the ABIC Warrant Agreement, the HoldCo Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable.

In addition, in rendering the foregoing opinions we have assumed that:

 

  (a)

prior to effecting the Domestication and prior to the issuance of securities by Domesticated ABIC, (i) the shareholders of ABIC will have approved, among other things, the Domestication and (ii) all other necessary action will have been taken under the applicable laws of the Cayman Islands to authorize and permit the Domestication, and any and all consents, approvals and authorizations from applicable Cayman Islands governmental and regulatory authorities required to authorize and permit the Domestication will have been obtained;

 

  (b)

the current draft of the Domesticated ABIC Certificate of Incorporation, in the form thereof submitted for our review, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the Delaware Secretary of State in accordance with Section 103 of the Delaware General Corporation Law ( the “DGCL”), that no other certificate or document, other than the Certificate of Domestication as required under Section 388 of the DGCL, has been, or prior to the filing of the Domesticated ABIC Certificate of Incorporation will be, filed by or in respect of ABIC with the Delaware Secretary of State and that ABIC will pay all fees and other charges required to be paid in connection with the filing of the Domesticated ABIC Certificate of Incorporation;


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page 6

 

  (c)

the current draft of the HoldCo Certificate of Incorporation, in the form thereof submitted for our review, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the Delaware Secretary of State in accordance with Section 103 of the DGCL, that no other certificate or document, other than the Domesticated ABIC Certificate of Incorporation, has been, or prior to the filing of the HoldCo Certificate of Incorporation will be, filed by or in respect of Domesticated with the Delaware Secretary of State and that Domesticated ABIC will pay all fees and other charges required to be paid in connection with the filing of the HoldCo Certificate of Incorporation; and

 

  (d)

in rendering this opinion, we have relied upon the opinion of Maples and Calder (Cayman) LLP, dated September 23, 2020, filed as Exhibit 5.2 to the registration statement on Form S-1 initially filed on September 14, 2020.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies, (v) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (vi) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit and (vii) any laws except the laws of the State of New York and the DGCL. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern. We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Securities.


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page 7

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the DGCL be changed by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

Very truly yours,
/s/ Kirkland & Ellis LLP

EX-8.1

Exhibit 8.1

 

LOGO

 

    

601 Lexington Avenue

New York, NY 10022

United States

 

+1 212 446 4800

 

www.kirkland.com

   

Facsimile:

+1 212 446 4900

 

May 20, 2022

AEA-Bridges Impact Corp.

P.O. Box 1093, Boundary Hall

Cricket Square, Grand Cayman

Cayman Islands, KY1-1102

LiveWire Group, Inc.

1209 Orange Street

Wilmington, New Castle

County, Delaware 19801

Ladies and Gentlemen:

We are United States tax counsel to AEA-Bridges Impact Corp., a Cayman Islands exempted company (“ABIC”) and LiveWire Group, Inc., a Delaware corporation (“HoldCo”), in connection with the preparation of the registration statement on Form S-4 (as amended, and together with the Proxy Statement/Prospectus filed therewith, the “Registration Statement”) (Registration No. 333-262573) originally filed with the Securities and Exchange Commission (the “Commission”) on February 7, 2022, under the Securities Act of 1933, as amended (the “Securities Act”), by ABIC and HoldCo. The Registration Statement relates to the registration of 80,500,000 shares of common stock of Domesticated ABIC (as defined below), 30,500,000 warrants to purchase shares of common stock of Domesticated ABIC, 254,000,000 shares of common stock of HoldCo, and 30,500,000 warrants to purchase shares of common stock of HoldCo.

The Registration Statement is being filed in connection with the transactions contemplated by the Business Combination Agreement, dated as of December 12, 2021 (the “BCA”), by and among ABIC, HoldCo, LW EV Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), and LiveWire EV, LLC, a Delaware limited liability company (the “Company”). In connection with the transactions described in the Registration Statement, ABIC will be domesticated as a Delaware corporation (the “Domestication”) and renamed as AEA-Bridges Impact Corp., a Delaware corporation (“Domesticated ABIC”) (the Domestication, together with the other transactions described in the BCA, the “Business Combination”).

Capitalized terms not otherwise defined herein shall have the same meanings attributed to such terms in the Registration Statement or the BCA, as applicable.

 

 

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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page  2

 

You have requested our opinion concerning the discussion of the Business Combination set forth in the sections entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Effects of the Domestication on U.S. Holders,” “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Merger,” “Material Tax Considerations — U.S. Federal Income Tax Considerations to Non-U.S. Holders — Effects of the Domestication on Non-U.S. Holders” and “Material Tax Considerations — U.S. Federal Income Tax Considerations to Non-U.S. Holders — Tax Consequences of the Merger” in the Registration Statement (the “Tax Disclosure”). In providing this opinion, we have assumed (without any independent investigation or review thereof) that:

a.     All original documents submitted to us (including signatures thereto) are authentic, all documents submitted to us as copies conform to the original documents, all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof, and all parties to such documents (other than HoldCo) had or will have, as applicable, the requisite corporate powers and authority to enter into such documents and to undertake and consummate the Business Combination;

b.     All factual representations, warranties and statements made or agreed to by the parties to the BCA, the Subscription Agreements, the Sponsor Letter Agreement and the other agreements referred to in each of the foregoing (collectively, the “Agreements,” and together with the Registration Statement, the “Documents”), and in each of the officer’s certificates provided to us by ABIC, H-D, and HoldCo, are true, correct and complete as of the date hereof and will remain true, correct and complete through the consummation of Transactions (as defined below), in each case without regard to any qualification as to knowledge, belief, materiality, or otherwise;

c.     The descriptions of ABIC in the Registration Statement, the registration statement filed in connection with ABIC’s initial public offering, and ABIC’s other public filings are true, accurate and complete;

d.     The descriptions of the Company (including as relevant, with respect to H-D as predecessor) and HoldCo in the Registration Statement are true, accurate and complete;


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page  3

 

e.     The description of the Business Combination and other transactions related to the Business Combination (together, the “Transactions”) in the Registration Statement is and will remain true, accurate and complete, the Business Combination will be consummated in accordance with such description and with the BCA and the other Documents, without any waiver or breach of any material provision thereof, and the Business Combination will be effective under applicable corporate law as described in the BCA and the other Agreements;

f.     The Documents represent the entire understanding of the parties with respect to the Business Combination and other Transactions, there are no other written or oral agreements regarding the Transactions other than the Agreements, and none of the material terms and conditions thereof have been or will be waived or modified;

g.     ABIC (including Domesticated ABIC following the Domestication), H-D, HoldCo and all other relevant Persons will report the Business Combination for all U.S. federal income tax reporting purposes in a manner consistent with this opinion;

h.     For purposes of the Reorganization Opinion, at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by Domesticated ABIC immediately prior to the Merger will be held by Domesticated ABIC immediately after the Merger, and at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by Merger Sub immediately prior to the Merger will be held by Domesticated ABIC immediately after the Merger;

i.     For purposes of the Reorganization Opinion, the amount of cash in the Trust Account as of immediately following the Closing will, after taking into account cash utilized in the SPAC Shareholder Redemptions, the payment of transaction expenses and any other uses for such cash described in the BCA, equal at least fifty percent (50%) of the amount of cash in the Trust Account on the date hereof.

This opinion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service, in each case, as they are in effect and exist at the date of this opinion. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. Any change that is made after the date hereof in any of the foregoing bases for our opinion, or any inaccuracy in the facts or assumptions on which we have relied in issuing our opinion, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention or to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof. No opinion is expressed as to any transactions in connection with the Business Combination, or any matter other than those specifically covered by this opinion. In particular, this opinion is limited to the matters discussed in the Tax Disclosure,


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page  4

 

subject to the assumptions, limitations and qualifications stated therein, and, as further described in the Tax Disclosure, does not address (i) the U.S. federal income tax treatment of any shareholder subject to special rules under the Code or the Treasury Regulations, as further described in the Tax Disclosure, (ii) any matter arising in connection with Section 367 of the Code, or (iii) any matter arising in connection with the “passive foreign investment company” rules of Sections 1291 to 1297 of the Code.

The U.S. federal income tax consequences of the transactions described in the Registration Statement are complex and are subject to varying interpretations. Our opinion is not binding on the U.S. Internal Revenue Service or any court, and there can be no assurance or guarantee that either will agree with our conclusions. Indeed, the U.S. Internal Revenue Service may challenge one or more of the conclusions contained herein and the U.S. Internal Revenue Service may take a position that is inconsistent with the views expressed herein. There can be no assurance or guarantee that a court would, if presented with the issues addressed herein, reach the same or similar conclusions as we have reached.

Based upon and subject to the foregoing, we confirm that the statements set forth in the Registration Statement under the headings “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Effects of the Domestication on U.S. Holders,” “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders —Tax Consequences of the Merger,” “Material Tax Considerations — U.S. Federal Income Tax Considerations to Non-U.S. Holders — Effects of the Domestication on Non-U.S. Holders” and “Material Tax Considerations — U.S. Federal Income Tax Considerations to Non-U.S. Holders — Tax Consequences of the Merger” insofar as they address the material U.S. federal income tax considerations of the Transactions for U.S. Holders and Non-U.S. Holders of Public Shares and Public Warrants (and, to the extent relevant, Domesticated ABIC Common Stock and Domesticated ABIC Warrants), and discuss matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, and except to the extent stated otherwise herein and therein, are our opinion, subject to the assumptions, qualifications and limitations stated herein and therein.

This opinion is furnished to you solely for use in connection with the Registration Statement. This opinion is based on facts and circumstances existing on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm name and this opinion in the Tax Disclosure and under the headings “Questions and Answers about the Proposals for Shareholders” and “Risk Factors - Risks Related to the Business Combination and ABIC”. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


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AEA-Bridges Impact Corp.

LiveWire Group, Inc.

May 20, 2022

Page  5

 

Very truly yours,
/s/ Kirkland & Ellis LLP

EX-21.1

Exhibit 21.1

AEA-BRIDGES IMPACT CORP.

LIST OF SUBSIDIARIES

 

Subsidiary

 

Jurisdiction

LiveWire Group, Inc.   Delaware
LW EV Merger Sub, Inc.   Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Amendment No. 2 to Form S-4 of our report dated March 25, 2022 relating to the financial statements of AEA-Bridges Impact Corp., which is contained in the Registration Statement. We also consent to the reference to our Firm under the caption “Experts” in the Registration Statement.

 

/s/ WithumSmith+Brown, PC

New York, New York

May 20, 2022


EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 14, 2022, with respect to the combined financial statements of LiveWire EV included in the preliminary proxy statement/prospectus of AEA-Bridges Impact Corp. that is made a part of the Amended Registration Statement (Form S-4) and related Prospectus of AEA-Bridges Impact Corp. dated May 20, 2022.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

May 20, 2022


EX-99.1

Exhibit 99.1

20102_AEA-Bridges Impact Corp. Proxy Card Front

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

 

 

Vote by Internet – QUICK LOGO EASY

IMMEDIATE – 24 Hours a Day, 7 Days a Week or by Mail

 

AEA-BRIDGES IMPACT CORP.     

Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on Xxxx XX, 2022.

     LOGO   

INTERNET –

www.cstproxyvote.com

        Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
     LOGO    Vote at the Meeting –
              If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend:
        https://www.cstproxy.com/[X]/sm202
     LOGO       MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

PLEASE DO NOT RETURN THE PROXY CARD

IF YOU ARE VOTING ELECTRONICALLY.

 

       

p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p

AEA-BRIDGES IMPACT CORP.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints xxxxxx and xxxxxxxxx (the “Proxies”), and each of them independently, with full power of substitution, as proxies to vote the shares that the undersigned is entitled to vote (the “Shares”) at the annual meeting of AEA-Bridges Impact Corp. to be held at [X] a.m. Eastern time on [X], 2022, via live webcast at: https://www.cstproxy.com/[X]/2022, and at any adjournments thereof. The Shares shall be voted as indicated with respect to the proposals listed below hereof and in the Proxies’ discretion on such other matters as may properly come before the extraordinary general meeting or any adjournments thereof.

THE SHARES REPRESENTED BY THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, UNLESS SUCH AUTHORITY IS WITHHELD ON THIS PROXY CARD, THE PROXIES WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

(Continued, and to be marked, dated and signed, on the other side)


20102_AEA-Bridges Impact Corp.Back

The notice of the annual meeting and accompanying proxy statement are available at

https://www.cstproxy.com/[X]/sm2021.

The proxy statement contains important information regarding each of the proposals listed

below. You are encouraged to read the proxy statement carefully.

 

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AEA-BRIDGES IMPACT CORP.—THE BOARD RECOMMENDS A VOTE “FOR” ALL PROPOSALS    Please mark
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The Business Combination Proposal: To consider and vote upon a proposal by ordinary resolution to approve the Business Combination

 

FOR

 

AGAINST

 

ABSTAIN

Agreement, dated as of December 12, 2021 (as it may be amended from time to time), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, by and among ABIC, LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), a Delaware corporation and a direct, wholly owned subsidiary of ABIC (“HoldCo”), LW EV Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo, Harley-Davidson, Inc., a Wisconsin corporation, and LiveWire EV, LLC, a Delaware limited liability company, and the consummation of the transactions contemplated thereby be authorized, approved and confirmed in all respects (the “ Business Combination ” and such proposal, the “Business Combination Proposal”).

The Domestication Proposal: To consider and vote upon a proposal by special resolution to approve that ABIC be transferred by way of

 

FOR

 

AGAINST

 

ABSTAIN

continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being deregistered in the Cayman Islands, ABIC be continued and domesticated as a corporation under the laws of the State of Delaware (the “Domestication Proposal”).

The Charter Proposal: To consider and vote upon a proposal by special resolution to approve ABIC’s Amended and Restated Memorandum and

 

FOR

 

AGAINST

 

ABSTAIN

Articles of Association adopted by special resolution, dated October 1, 2020, be amended and restated by the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws (Domesticated ABIC being a corporation incorporated in the State of Delaware, assuming the Domestication Proposal and the filing with and acceptance by the Secretary of State of Delaware of the Certificate of Corporate Domestication and Domesticated ABIC Certificate of Incorporation in accordance with Section 388 of the DGCL) (the “Charter Proposal”).

 

The Governing Documents Proposals: To consider and vote upon, on a nonbinding advisory basis, four separate proposals (collectively, the “Governing Documents Proposals”) in connection with the replacement of the Existing Organizational Documents with the Domesticated ABIC Organizational Documents (the “Governing Documents Proposals”).

A. Governing Documents Proposal A: To consider and vote upon, on a nonbinding advisory basis, the amendment to approve the

 

FOR

 

AGAINST

 

ABSTAIN

change in the authorized share capital of ABIC from (i) 500,000,000 Class A Ordinary Shares, (ii) 50,000,000 Class B Ordinary Shares and (iii) 5,000,000 preference shares, par value $0.0001 per share, to (a) 800,000,000 shares of Domesticated ABIC Common Stock and (b) 20,000,000 shares of preferred stock, par value $0.0001 per share, of Domesticated ABIC.

B. Governing Documents Proposal B: To consider and vote upon, on a nonbinding advisory basis, the amendment to authorize

 

FOR

 

AGAINST

 

ABSTAIN

the Domesticated ABIC Board to issue any or all shares of Domesticated ABIC preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Domesticated ABIC Board and as may be permitted by the DGCL.

C. Governing Documents Proposal C: To consider and vote upon, on a nonbinding advisory basis, the amendment to authorize the

 

FOR

 

AGAINST

 

ABSTAIN

removal of the ability of Domesticated ABIC stockholders to take action by written consent in lieu of a meeting.

D. Governing Documents Proposal D: To consider and vote upon, on a nonbinding advisory basis, the amendment to authorize the

 

FOR

 

AGAINST

 

ABSTAIN

amendment and restatement of the Existing Organizational Documents and to authorize all other changes in connection with the replacement of Existing Organizational Documents with the Domesticated ABIC Certificate of Incorporation and Domesticated ABIC Bylaws as part of the Domestication (copies of which are attached to this proxy statement/ prospectus as Annex B and Annex C, respectively), including adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act, which the ABIC Board believes is necessary to adequately address the needs of Domesticated ABIC after the Business Combination.

The Incentive Award Plan Proposal: To consider and vote upon a proposal by ordinary resolution to approve the LiveWire Group, Inc.

 

FOR

 

AGAINST

 

ABSTAIN

2022 Incentive Award Plan (the “ Incentive Plan, ” a copy of which is attached to this proxy statement/prospectus as Annex G), to be effective upon approval by ABIC’s shareholders (the “Incentive Plan Proposal”).

The Adjournment Proposal: To consider and vote upon a proposal by ordinary resolution to approve the adjournment of the General Meeting

 

FOR

 

AGAINST

 

ABSTAIN

to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies for the purpose of obtaining approval of the Required Shareholder Proposals, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the proxy statement/prospectus or (iv) if the holders of Public Shares have elected to redeem such shares such that either (a) the shares of HoldCo Common Stock and HoldCo Warrants would not be approved for listing on the NYSE or (b) the Minimum Cash Condition would not be satisfied at Closing (the “Adjournment Proposal”).

 

 

CONTROL NUMBER

    

    

 

 

Signature_________________________________Signature, if held jointly_______________________________ Date_____________, 2022

When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person.


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