艾彼施密特美股招股说明书(2025-07-03版)

Aebi Schmidt Holding AG This prospectus supplement (the “Prospectus Supplement”) updates, amends and supplements the prospectus, dated May 13, 2025 (as supplemented byprior prospectus supplements, the “Prospectus”), which forms a part of the Registration Statement on Form S-4 (Registration No. 333-286373) (the“Registration Statement”) of Aebi Schmidt Holdings AG, a Switzerland Aktiengesellschaft (“Aebi Schmidt”), filed with the U.S. Securities and ExchangeCommission (the “SEC”) on April 4, 2025, and as amended on May 5, 2025 and May 12, 2025. To the extent that information in this ProspectusSupplement differs from, or updates information contained in, the Prospectus, the information in this Prospectus Supplement shall supersede or supplementthe information in the Prospectus. Except as otherwise described in this Prospectus Supplement or the documents referred to, contained in or incorporatedby reference in this Prospectus Supplement, the Prospectus, the annexes to the Prospectus and the documents referred to, contained in or incorporated byreference in the Prospectus are not otherwise modified, supplemented or amended.Capitalized terms used in this Prospectus Supplement and not otherwisedefined herein have the meanings specified in the Prospectus. This Prospectus Supplement is being filed to update and supplement the information previously included in the Prospectus with the information containedin our Current Report on Form 8-K filed with the SEC on July 1, 2025. Accordingly, we have attached that Form 8-K to this Prospectus Supplement. This Prospectus Supplement is not complete without the Prospectus. This Prospectus Supplement should be read in conjunction with the Prospectus, whichis to be delivered with this Prospectus Supplement, and is qualified by reference thereto, except to the extent that the information in this ProspectusSupplement updates or supersedes the information contained in the Prospectus. Please keep this Prospectus Supplement with your Prospectus for futurereference. Investing in Aebi Schmidt’s securities involves risks that are described in the “Risk Factors” section of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or thisProspectus Supplement or determined if the Prospectus or this Prospectus Supplement is truthful or complete. Any representation to the contraryis a criminal offense. The date of this Prospectus Supplement is July 3, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 8-K 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) CH-8500(Zip 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 thefollowing 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: 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 thischapter) 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ INTRODUCTORY NOTE As previously disclosed in the Registration Statement on Form S-4, File No. 333-286373, filed by Aebi Schmidt Holding AG, a SwitzerlandAktiengesellschaft (the “Company”), filed with the United States Securities and Exchange Commission (the “SEC”) on April 4, 2025, as amended on May5, 2025 and May 12, 2025 and declared effective by the SEC on May 13, 2025 (the “Registration Statement”), on December 16, 2024, the Company enteredinto that certain Agreement and Plan of Merger, dated as of December 16, 2024 (as amended, restated or otherwise modified from time to time, the “MergerAgreement”), by and among the Company, The Shyft Group, Inc., a Michigan corporation (the “Shyft”), ASH US Group, LLC, a Delaware limited liabilitycompany and direct, wholly owned subsidiary of the Company (“Holdco”), and Badger Merger Sub, Inc., a Michigan corporation and direct, wholly ownedsubsidiary of Holdco (“Merger Sub”). On July 1, 20