Material Event (Form 8-K)

ITEM 8.01. Other Events.

As previously disclosed, on December 16, 2024, The Shyft Group, Inc., a Michigan corporation ("Shyft" or the "Company"), entered into that certain Agreement and Plan of Merger (as amended, restated or otherwise modified from time to time, the "Merger Agreement"), dated as of December 16, 2024, by and among Shyft, Aebi Schmidt Holding AG, a Switzerland Aktiengesellschaft ("Aebi Schmidt"), ASH US Group, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Aebi Schmidt ("Holdco"), and Badger Merger Sub, Inc., a Michigan corporation and a direct, wholly owned subsidiary of Holdco ("Merger Sub"), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Shyft (such transaction, the "Merger"), with Shyft surviving the Merger as a direct, wholly-owned subsidiary of Holdco and as an indirect, wholly-owned subsidiary of Aebi Schmidt.

In connection with the Merger, (a) Aebi Schmidt filed a registration statement on Form S-4 (Registration No. 333-286373) with the Securities and Exchange Commission (the "SEC") on April 4, 2025, and (b) Shyft filed its definitive proxy statement on Form DEFM14A (Primary File No. 001-33582) with the SEC on May 14, 2025 (as may be amended or supplemented from time to time, the "Proxy Statement") with respect to the special meeting of Shyft's shareholders (the "Special Meeting") to be held in connection with the transactions contemplated by the Merger Agreement. The Special Meeting is scheduled for June 17, 2025, beginning at 10:00 a.m. Eastern Time. Shyft's shareholders of record as of the close of business on May 13, 2025 will be eligible to vote at the Special Meeting. The information contained in this Current Report on Form 8-K (this "Current Report") should be read in conjunction with the Proxy Statement, which should be read in its entirety.

Litigation Relating to the Merger

As of the date of this Current Report, two (2) complaints related to the Merger (the "Complaints") have been filed: (i) Matthew Hamilton v. The Shyft Group, Inc., et al., Index No. 653237/2025, which was filed on May 27, 2025 in the Supreme Court of the State of New York County of New York, and (ii) John Thompson v. The Shyft Group, Inc., et al., Index No. 653256/2025, which was filed on May 28, 2025 in the Supreme Court of the State of New York County of New York. The Complaints were filed by purported shareholders of Shyft as separate, individual actions and allege that the Proxy Statement was materially incomplete due to certain misrepresentations and omissions in violation of the common law of the State of New York. The Complaints name Shyft and its directors as defendants and seek, among other relief, an order enjoining the consummation of the Merger. There can be no assurance regarding the ultimate outcome of the Complaints.

As of the date of this Current Report, attorneys representing a number of purported shareholders of Shyft have also delivered a number of demand letters to Shyft (the "Demand Letters") alleging that the disclosures contained in the Proxy Statement are deficient and requesting that Shyft supplement such disclosures prior to the Special Meeting. The Demand Letters threaten Shyft with lawsuits if the purported deficiencies in the Proxy Statement are not addressed.

It is possible that additional, similar complaints may be filed, that the Complaints may be amended, or that additional demand letters will be received by Shyft. If this occurs, Shyft does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint unless required by applicable law.

Shyft and the other named parties in the Complaints and the Demand Letters believe that the claims asserted by the Demand Letters and the Complaints are without merit and that the disclosures in the Proxy Statement comply fully with applicable law. However, solely to moot the unmeritorious disclosure claims