AEA-Bridges Impact Corp.
PO Box 1093, Boundary Hall, Cricket Square
Grand Cayman, KY1-1102, Cayman Islands
September 14, 2020
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, NE
Washington, D.C. 20549
Attn: William Demarest, Wilson Lee, Stacie Gorman and David Link
AEA-Bridges Impact Corp.
Draft Registration Statement on Form S-1
Submitted August 7, 2020
Ladies and Gentlemen:
This letter sets forth responses of AEA-Bridges Impact Corp. (the Company) to the comments of the staff of the Division of Corporation Finance (the Staff) of the U.S. Securities and Exchange Commission set forth in your letter dated September 3, 2020, with respect to the above referenced draft Registration Statement on Form S-1 (the Registration Statement).
The text of the Staffs comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staffs letter. For your convenience, we have also set forth the Companys response to each of the numbered comments immediately below each numbered comment.
In addition, the Company has revised the draft Registration Statement in response to the Staffs comments and the Company is concurrently filing an amendment to the draft Registration Statement with this letter.
Draft Registration Statement on Form S-1 submitted August 7, 2020
Principal Shareholders, page 127
Staffs comment: We note your statement in footnote 5 that the shares beneficially owned in the table does not include any shares indirectly owned by this individual as a result of his membership interest in our sponsor. Please revise your beneficial ownership table to include in the table the shares beneficially owned by each individual.
Response: The Company acknowledges the Staffs comment and has provided further information in the footnotes to the beneficial ownership table. The individuals do not have beneficial ownership of shares in the sponsor as such term is used in Item 403 of Regulation S-K.
Signatures, page II-5
Staffs comment: Please revise to have the draft registration statement indicate that it will be signed by the principal accounting officer or controller, the majority of the board of directors, and by the companys authorized representative in the United States. See Instruction 1 to Signatures to Form S-1.
Response: The Company acknowledges the Staffs comment and has updated the draft Registration Statement to provide for such signatories.
We hope that the foregoing has been responsive to the Staffs comments. If you have any questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 of Kirkland & Ellis LLP.
|Co-Chief Executive Officer|
|cc: Christian O. Nagler|
|Kirkland & Ellis LLP|