艾彼施密特 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number:001-42662 Aebi Schmidt Holding AG(Exact name of registrant as specified in its charter) Switzerland3531Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification Number)Schulstrasse 4CH-8500Frauenfeld,Switzerland+4144-308-5800(Address, including zip code, and telephone number, includingarea code, of registrant’s principal executive offices)ASH North America, Inc.201 MB LaneChilton, WI 53014+1 800-558-5800(Name, address, including zip code, and telephone number, includingarea code, of agent for service) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).☐Yes☒No Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains some statements that are not historical facts. These statements are called “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended. These statements involve important known and unknown risks, uncertainties and other factors andgenerally can be identified by phrases using “estimate,” “anticipate,” “believe,” “project,” “expect,” “intend,” “predict,” “potential,”“future,” “may,” “will,” “should” or similar expressions or words. Aebi Schmidt Holding AG (“Aebi Schmidt,” the “Company,” “we,”“us” or “our”) future results, performance or achievements may differ materially from the results, performance or achievementsdiscussed in the forward-looking statements. These statements are not guarantees of future performance and involve certain risks,uncertainties and assumptions (“Risk Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree ofoccurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Risk Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but arenot limited to, those described below in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report, as well as riskfactors that we have discussed in previous public reports and other documents filed with the Securities and Exchange Commission (the“SEC”), including without limitation those included in the sections entitled “Risk Factors”and “CautionaryStatement RegardingForward-Looking Statements”in the proxy statement/prospectus (the “Proxy Statement/Prospectus”) which forms a part of ourregistration statement on Form S-4 (Registration No. 333-286373) filed with the SEC on April 4, 2025, as subsequently amended (the“Registration Statement”). Such Risk Factors includes the primary risks our management believes could materially affect the potentialresults described by forward-looking statements contained in this Quarterly Report. However, these risks may not be the only risks weface. Our business, operations and financial performance could also be affected by additional factors that are not presently known to usor that we currently consider to be immaterial to our operations. In addition, new Risk Factors may emerge