SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2020
AEA-BRIDGES IMPACT CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
PO Box 1093, Boundary Hall, Cricket
Square, Grand Cayman
|(Address of principal executive offices)||(Zip Code)|
+1 345 814 5825
Registrants telephone number, including area code
(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 the following 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:
Title of each class
Name of each exchange
on which registered
|Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant||IMPX.U||The New York Stock Exchange|
|Class A ordinary shares, par value $0.0001 per share||IMPX||The New York Stock Exchange|
|Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50||IMPX.WS||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2020, the Registration Statement on Form S-1 (File No. 333-248785) (the Registration Statement) relating to the initial public offering (the IPO) of AEA-Bridges Impact Corp. (the Company) was declared effective by the U.S. Securities and Exchange Commission. On October 5, 2020 the Company consummated the IPO of 40,000,000 units (the Units). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the Class A Ordinary Shares), and one-half of one redeemable warrant (the Public Warrants), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment as described in the Registration Statement and related prospectus supplement. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $400,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
an Underwriting Agreement, dated October 1, 2020, between the Company and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, which contains customary representations and warranties and indemnification of the underwriters by the Company;
a Private Placement Warrants Purchase Agreement, dated October 1, 2020, between the Company and AEA-Bridges Impact Sponsor LLC (the Sponsor), pursuant to which the Sponsor purchased 11,000,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, at a price of $1.00 per warrant (the Private Placement Warrants and, together with the Public Warrants, the Warrants);
a Warrant Agreement, dated October 1, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agreement), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; a provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the Warrant Agreement;
an Investment Management Trust Agreement, dated October 1, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;
a Registration and Stockholder Rights Agreement, dated October 1, 2020, among the Company, the Sponsor and the holders from time to time party thereto, which provides for customary demand and piggy-back registration rights for the Sponsor, as well as certain transfer restrictions applicable to the Sponsor with respect to the Companys securities, and, upon and following consummation of the Companys initial business combination, the right of the Sponsor to nominate three individuals for election to the Companys board of directors;
Letter Agreement, dated October 1, 2020, among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any Class A Ordinary Shares held by him, her or it in favor of the Companys initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; to certain transfer restrictions with respect to the Companys securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor;
an Administrative Services Agreement, dated October 1, 2020, between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time, for up to $10,000 per month until the earlier of the Companys initial business combination or liquidation;
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.4, 10.1, 10.2, 10.3, 10.5 and 10.8, respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 10,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $10,500,000 (the Private Placement). The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the Public Warrants are called for redemption and a certain price per Class A Ordinary Share threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Companys initial business combination; provided, however, the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.
Item 5.03. Amendments to Memorandum and Articles of Association.
On October 1, 2020, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
|3.1||Amended and Restated Memorandum and Articles of Association|
|4.4||Warrant Agreement between Continental Stock Transfer & Trust Company and the Company|
|10.1||Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company|
|10.2||Registration and Stockholder Rights Agreement between the Company, the Sponsor and the holders from time to time party thereto|
|10.3||Private Placement Warrants Purchase Agreement between the Company and the Sponsor|
|10.5||Administrative Services Agreement between the Company and the Sponsor|
|10.8||Letter Agreement among the Company, the Sponsor and the Companys officers and directors|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: October 7, 2020||AEA-BRIDGES IMPACT CORP.|
|Title:||Director, Chairman, Co-Chief Executive Officer|