{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-024294","form_type":"8-K","ticker":"AEBI","cik":"0002048519","company_name":"Aebi Schmidt Holding AG","filed_at":"2025-07-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.904947+00:00","generated_at":"2026-05-18T10:54:40.946502+00:00","sec_items":["1.01","2.01","2.03","5.02","5.03","5.05","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Aebi Schmidt completes merger with Shyft Group; combined sales ~$2B, NASDAQ listing starts July 2","bullets":["Merger closed July 1, 2025; each Shyft share converted into 1.040166432 Aebi Schmidt shares.","Combined company ‘Aebi Schmidt Group’ has ~$2B annual sales, 70+ locations worldwide (40 in US).","Shares trade on NASDAQ under AEBI (regular-way from July 2); when-issued AEBIV started July 1.","New $600M credit facilities closed: $350M term loan plus $250M revolver refinancing existing debt.","Board expanded with five former Shyft directors; James Sharman named Chair; Barend Fruithof remains CEO."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-024294","json":"https://secwatch.observer/filing/0001140361-25-024294.json","markdown":"https://secwatch.observer/filing/0001140361-25-024294.md","text":"https://secwatch.observer/filing/0001140361-25-024294.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/ny20051374x1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T10:54:40.946502+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"28f723a2cf1e0b0c7b05d2d5c56fe333a4cd0106","claim":"Aebi Schmidt Holding AG incurred credit facility of $600,000,000 consisting of (1) a multicurrency senior secured amortizing term loan facility in an aggregate amount of up with UBS Switzerland AG, Zürcher Kantonalbank.","evidence_excerpt":"the new credit facilities under the New Credit Facilities Agreement entered into effect and are providing the Company and its subsidiaries with 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 and (2) a multicurrency senior secured revolving loan facility in an aggregate amount of up to $250,000,000","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Principal","value":"$600,000,000 consisting of (1) a multicurrency senior secured amortizing term loan facility in an aggregate amount of up"},{"label":"Counterparty","value":"UBS Switzerland AG, Zürcher Kantonalbank"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"0a313f5fd4ae049df354f17e99c2b551f7c8cceb","claim":"Aebi Schmidt Holding AG: Amended Articles of Association became effective upon merger consummation (effective 2025-07-01).","evidence_excerpt":"In connection with the consummation of the Merger, the following organizational documents of the Company entered into effect: • Amended Articles of Association of the Company, effective as of July 1, 2025, which are attached hereto as Exhibit 3.1","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-07-01"}],"fact_type":"governance_change"},{"claim_id":"4e3b8f3384add582172b2ee84ea0ff6d141b92d9","claim":"Aebi Schmidt Holding AG: Adopted the Aebi Schmidt Code of Conduct as the code of ethics (effective 2025-07-01).","evidence_excerpt":"In connection with the consummation of the Merger, the Company adopted the Aebi Schmidt Code of Conduct, effective as of July 1, 2025, which is attached hereto as Exhibit 14.1.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"code of ethics"},{"label":"Effective","value":"2025-07-01"}],"fact_type":"governance_change"},{"claim_id":"679b28f8d683485300a8e107bec146661803329d","claim":"Aebi Schmidt Holding AG: Organizational Regulations (bylaws) became effective upon merger consummation (effective 2025-07-01).","evidence_excerpt":"Organizational Regulations of the Company, effective as of July 1, 2025, which are attached hereto as Exhibit 3.2","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-07-01"}],"fact_type":"governance_change"},{"claim_id":"aec6681f97c24d9508b974574b487ca2a38bd827","claim":"Aebi Schmidt Holding AG completed an acquisition involving The Shyft Group, Inc. (closed 2025-07-01).","evidence_excerpt":"on July 1, 2025, the Merger was completed. Upon the consummation of the Merger, Shyft became a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of the Company.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"The Shyft Group, Inc."},{"label":"Closing","value":"2025-07-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}