AEBI files 8-K/A attaching Shyft audited statements and pro forma figures

Rhea-AI Filing Summary

Aebi Schmidt Holding AG completed its acquisition of The Shyft Group on July 1, 2025, under a merger agreement dated December 16, 2024. This Form 8-K/A amends the Company’s earlier current report to furnish Shyft’s audited consolidated financial statements for the year ended December 31, 2024 (Exhibit 99.1) and unaudited condensed consolidated financial statements for the three months ended March 31, 2025 (Exhibit 99.2). The filing also attaches unaudited pro forma condensed combined financial information reflecting the acquisition (Exhibit 99.3) and references a consent from Deloitte & Touche LLP (Exhibit 23.1). These exhibits provide the historical and pro forma data investors need to evaluate the combined company’s past performance and the transaction’s reported accounting effects.

Positive

• Acquisition completion disclosed: The company completed its acquisition of The Shyft Group on July 1, 2025.
• Historical audited financials provided: Shyft’s audited consolidated financial statements for the year ended December 31, 2024 are filed as Exhibit 99.1.
• Pro forma information included: Unaudited pro forma condensed combined financial statements reflecting the acquisition are filed as Exhibit 99.3, enabling combined-results analysis.

Negative

• None.

Insights

Financial Analyst

TL;DR: Company closed the Shyft acquisition and filed audited historical statements plus pro forma financials to support investor review.

The amendment supplies investors with Shyft’s audited 2024 financial statements and interim March 31, 2025 results, together with unaudited pro forma condensed combined financial information. These filings are material because they allow analysis of Shyft’s historical performance and the accounting basis for combining results post-acquisition. The inclusion of the auditor consent (Deloitte & Touche LLP) and Inline XBRL cover page tags improves transparency and usability of the information for financial analysis.

M&A Specialist

TL;DR: Transaction documentation and pro forma disclosures are now available, enabling assessment of deal accounting and immediate integration impacts.

By amending the prior report to attach Exhibits 99.1–99.3, the company provides the standard closing deliverables for an acquisition: audited historicals, interim statements, and pro forma combined statements. These items are essential for evaluating purchase accounting, potential goodwill/intangible recognition and near-term reported financial effects. The Merger Agreement date and completion date are stated, and the document references third-party audit consent, which is customary for material business combinations.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What material event did Aebi Schmidt (AEBI) disclose in this 8-K/A?

The company disclosed the completion of its acquisition of The Shyft Group on July 1, 2025 and amended its prior current report to include required financial exhibits.

Which Shyft financial statements are attached to the filing?

Exhibit 99.1 contains Shyft’s audited consolidated financial statements for the year ended December 31, 2024; Exhibit 99.2 contains unaudited condensed consolidated statements for the three months ended March 31, 2025.

Does the filing include pro forma financial information for Aebi Schmidt after the acquisition?

Yes. Exhibit 99.3 contains unaudited pro forma condensed combined financial information giving effect to the acquisition.

Is there auditor confirmation or consent included in the exhibits?

The filing references a consent from Deloitte & Touche LLP as Exhibit 23.1 (incorporated by reference).

What documentation supports the acquisition transaction?

The amendment references the Agreement and Plan of Merger dated December 16, 2024 and attaches historical financials and pro forma statements as exhibits to the Form 8-K/A.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 06:35 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): July 1, 2025

AEBI SCHMIDT HOLDING AG

(Exact Name of Registrant as Specified in Its Charter)

Switzerland	001-42663	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Schulstrasse 4 Frauenfeld, Switzerland		CH-8500
(Address of Principal Executive Offices)		(Zip Code)

+41 44-308-5800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		AEBI		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405  of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

INTRODUCTORY NOTE

On July 1, 2025, Aebi Schmidt Holding AG, a Switzerland Aktiengesellschaft (the “Company”), completed its acquisition of The Shyft Group, Inc., a Michigan corporation (the “Shyft”), pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024 (as amended, restated or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Shyft and the other parties named therein.

This Amendment No. 1 on Form 8-K/A is being filed to amend Item 9.01(a) and (b) of the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission (“SEC”) on July 1, 2025 regarding the completion of its acquisition of Shyft to include the historical financial statements of Shyft required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired

The audited financial statements of Shyft as of and for the year ended December 31, 2024, together with the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon, and unaudited financial statements of Shyft as of and for the three months ended March 31, 2025, are filed as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A and incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma financial information for the Company, after giving effect to the acquisition of Shyft and adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of Deloitte & Touche LLP (incorporated by reference to Exhibit 23.2 of the Company’s Registration Statement on Form S-8 (SEC File No. 333-288446), filed with the SEC on July 1, 2025).
99.1	Audited consolidated financial statements of Shyft of December 31, 2024 and for the fiscal year ended December 31, 2024 and the notes related thereto and Report of Independent Registered Public Accounting Firm thereon (incorporated by reference to pages 43 through 75 of Shyft’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (SEC File No. 001-33582), filed with the SEC on February 20, 2025).
99.2	Unaudited condensed consolidated financial statements of Shyft as of March 31, 2025 and for the three months ended March 31, 2025 and the notes related thereto (incorporated by reference to pages 4 through 18 of Shyft’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (SEC File No. 001-33582), filed with the SEC on April 24, 2025).
99.3	Unaudited pro forma condensed combined balance sheet as of March 31, 2025 and the unaudited pro forma condensed combined income statement for three months ended March 31, 2025 and the year ended December 31, 2024 and the notes related thereto, giving effect to the acquisition of Shyft.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Aebi Schmidt Holding AG has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025	AEBI SCHMIDT HOLDING AG
	By:	/s/ Barend Fruithof
	Name:	Barend Fruithof
	Title:	Group CEO
	By:	/s/ Marco Portmann
	Name:	Marco Portmann
	Title:	Group CFO