Annual report pursuant to Section 13 and 15(d)

Cover Page

v3.21.2
Cover Page - USD ($)
5 Months Ended
Dec. 31, 2020
Dec. 09, 2021
Document Information [Line Items]    
Document Type 10-K/A  
Amendment Flag true  
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2020  
Document Period End Date Dec. 31, 2020  
Current Fiscal Year End Date --12-31  
Entity Registrant Name AEA-Bridges Impact Corp.  
Entity Central Index Key 0001820191  
Document Transition Report false  
Document Annual Report true  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Interactive Data Current Yes  
Entity Current Reporting Status Yes  
Entity Shell Company true  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Incorporation, State or Country Code E9  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Address, State or Province KY  
Title of 12(b) Security Class A ordinary shares included as part of the units  
Trading Symbol IMPX  
Security Exchange Name NYSE  
Entity Public Float $ 378,750,000  
ICFR Auditor Attestation Flag false  
Amendment Description References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to AEA-Bridges Impact Corp. unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of AEA-Bridges Impact Corp., as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on June 24, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “initial public offering”) on October 5, 2020. Historically, a portion of the Public Shares were classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. On December 3, 2021, the Audit Committee of the Board of Directors of the company (the “Audit Committee”) concluded, after discussion with the Company’s management that the Company’s previously issued (i) audited balance sheet as of October 5, 2020 (the “Post IPO Balance Sheet”), (ii) audited financial statements as of December 31, 2020 and for the period from July 29, 2020 (Inception) through December 31, 2020 (the “FY 2020 Financial Statements”) included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements as of and for the quarterly period ended March 31, 2021 (the “Q1 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 25, 2021; and (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 (the “Q2 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 6, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods. The Post IPO Balance Sheet and the FY 2020 Financial Statements are being restated in this Amendment No. 2 and the Q1 2021 Financial Statements and Q2 2021 Financial Statements will be restated in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 2021 Form 10-Q/A”). The restatement does not have an impact on the Company’s liquidity, cash flows, revenues, or costs of operating our business, in the Affected Periods. The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting related to the accounting of complex financial instruments and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 2021 Form 10-Q/A. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: Part I, Item 1A. Risk Factors Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 9A Controls and Procedures Part II, Item 15. Financial Statements and Supplementary Data In addition, the Company’s Co-Chief Executive Officers and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment No. 2 (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Annual Report on Form 10-K of AEA-Bridges Impact Corp., as of and for the period ended December 31, 2020, as filed with the SEC on March 31, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement or the Current Report on Form 8-K with which the Post IPO Balance Sheet was originally filed as an exhibit. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First Amended Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing.  
Entity File Number 001-39584  
Entity Address, Address Line One PO Box 1093  
Entity Address, City or Town Grand Cayman  
Entity Address, Postal Zip Code KY1-1102  
Entity Tax Identification Number 98-1550961  
City Area Code 345  
Local Phone Number 814-5825  
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant  
Trading Symbol IMPX.U  
Security Exchange Name NYSE  
Redeemable warrants [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants included as part of the units  
Trading Symbol IMPX.WS  
Security Exchange Name NYSE  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   40,000,000
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   10,000,000