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 May 1, 2025

Barend Fruithof
Chief Executive Officer
Aebi Schmidt Holding AG
Schulstrasse 4
CH-8500 Frauenfeld, Switzerland

 Re: Aebi Schmidt Holding AG
 Registration Statement on Form S-4
 Filed April 4, 2025
 File No. 333-286373
Dear Barend Fruithof:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Questions and Answers About the Merger and the Special Meeting, page 2

1. We note your disclosure that the interests of the directors and officers
of Shyft in the
 transactions may differ from the interests of Shyft shareholders. Please
provide a
 question and answer summarizing these interests, how those interests may
differ from
 shareholders, and identify resulting risks. Your revised disclosure
should include a
 cross reference to more information.
Risk Factors, page 24

2. Please add a risk factor highlighting the risks of going public through
a merger rather
 than an underwritten offering, as we note that this transaction would
constitute the
 initial public offering of the combined company s equity securities.
These risks may
 May 1, 2025
Page 2

 include the absence of due diligence conducted by an underwriter that
would be
 subject to liability for any material misstatements or omissions in a
registration
 statement.
Aebi Schmidt has identified material weaknesses in its internal control over
financial
reporting . . ., page 40

3. We note that Aebi Schmidt identified several material weaknesses in its
internal
 control over financial reporting in connection with the preparation of
the consolidated
 financial statements as of and for the years December 31, 2024 and 2023.
Please
 disclose here and on page 184 the timing of remediation activities and
any material
 costs you have incurred or expect to incur.
The Merger
Summary of Material Financial Analyses, page 84

4. We note that the provided analysis and projections are a summary of the
information
 provided to the board. Please revise to include the full projections.
Aebi Schmidt Holding AG Consolidated Financial Statements
Note 17. Segments, page 164

5. We note your disclosure on page 142 that revenues for each of the
company s
 products would be impracticable to disclose and management does not view
its
 business by product line. Please tell us what consideration was given to
disclosing
 revenues for significant brands, groups of similar products, or lines of
businesses. In
 this regard, in your discussion of segment MD&A you attribute revenue
fluctuations
 to specific brands and types of products and for goodwill impairment
testing you have
 identified Monroe and MB Group as reporting units. Refer to ASC
280-10-50-40.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators, page 174

6. You disclose that Aebi Schmidt s key performance indicators are not
based on any
 standardized industry methodology, are based on internal data, and
increases or
 decreases in key performance indicators may not correspond with
increases or
 decreases in revenue. As sales, net income and margin, and net cash
provided by
 (used in) operating activities are presented in or derived from amounts
in the
 company s GAAP financial statements, please revise to clarify that
these measures are
 presented in or derived from your financial statements and are not
internally-derived
 metrics potentially subject to adjustment. Additionally, clarify your
statement that
 there are inherent challenges in measuring usage and engagement,
specifically
 describe the nature of usage and engagement and how this relates to the
key
 performance indicators presented.
Results of Operations, page 175

7. We note your disclosure that the increase in sales for the North America
segment was
 primarily driven by an increase in orders for airport snow clearing
machines (M-B)
 and the company s municipal business (Monroe brand). We further note
your
 disclosure related to Europe and the Rest of the World referring to
Street Sweeping,
 May 1, 2025
Page 3

 airport snow and ice clearing machines, offset by lower legacy
agricultural products.
 To the extent available, please revise the discussion of consolidated
and/or segment
 results of operations to disclose the amount of or increase in revenues
attributed to
 significant brands or lines of business. In this regard we note that
recent Aebi Schmidt
 annual reports disclose sales by brands and certain groups of brands,
including M-B
 products and Monroe/Towmaster products. Refer to Item 303(b) of
Regulation S-K.
General

8. In an appropriate place in the summary, include a diagram of Shyft's and
Aebi
 Schmidt's organizational structures prior to and after the consummation
of the merger
 agreement. With a view to providing investors a picture of the common
ownership
 and how the entities are affiliated, include a depiction of the
ownership of Shyft and
 Aebi Schmidt in the diagram. Also include the affiliated entities with
which Aebi
 Schmidt does business, so that investors understand how they are
affiliated.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for
us to review any amendment prior to the requested effective date of the
registration
statement.

 Please contact Joyce Sweeney at 202-551-3449 or Christine Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Matthew Derby at
202-551-3334
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
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