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United States securities and exchange commission logo





                            March 4, 2022

       John Garcia
       Co-Chief Executive Officer
       AEA-Bridges Impact Corp.
       P.O Box 1093, Boundary Hall
       Cricket Square
       Grand Cayman
       Cayman Islands
       KY1-1102

                                                        Re: AEA-Bridges Impact
Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed February 7,
2022
                                                            File No. 333-262573

       Dear Dr. Garcia:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.

       Registration Statement on Form S-4 filed February 7, 2022

       Cover Page

   1.                                                   Please disclose the
trading symbol and share price of ABIC's securities on the NYSE as of
                                                        the latest practicable
date.
   2.                                                   Please indicate that
the combined company will be a controlled company and identify the
                                                        controlling
shareholders and the shareholders' total voting power.
 John Garcia
FirstName  LastNameJohn
AEA-Bridges   Impact Corp.Garcia
Comapany
March      NameAEA-Bridges Impact Corp.
       4, 2022
March2 4, 2022 Page 2
Page
FirstName LastName
Questions and Answers about the Proposals for Shareholders, page 1

3.       Please add a question and answer that addresses the positive and
negative factors that the
         board considered when determining to enter into the business
combination agreement and
         its rationale for approving the transaction.
What are the U.S. federal income tax consequences as a result of the Business
Combination?,
page 4

4.       We note that the tax opinion will indicate the opinion is "more likely
than not." Please
         explain in the opinion why counsel cannot give a "will" opinion and
describe the degree of
         uncertainty in the opinion. Also, provide risk factor and/or other
appropriate disclosure
         setting forth the risks of uncertain tax treatment to investors.
What interests do the current ABIC Shareholders and ABIC 's other current
officers and directors
have in the Business Combination?, page 9

5.       Please expand the second to last bullet point to include the
consideration that Dr. Garcia
         provided in exchange for the Class A Ordinary Shares, as well as the
total value as of the
         latest practicable date.
Summary, page 22

6.       Please quantify LiveWire's net losses.
Shareholder Proposal 3: The Charter Proposal, page 24

7.       If shareholders are being asked to vote on an increase in the
authorized number of shares,
         then unbundle the proposal so that shareholders may vote separately
whether to increase
         the authorized number of shares. In this regard, we note the
disclosure on page 295.
8.       Please unbundle the proposal so that shareholders may vote separately
to prohibit the
         ability of stockholders to act by written consent in lieu of a
meeting. In this regard, we
         note the disclosure on page 296.
9.       Please identify the amendments proposed to be made to your charter,
the reasons for and
         the general effect of such amendment. For example, we note the
disclosure on page 296
         about a new exclusive forum provision that is not mentioned on pages
24-25.
 John Garcia
FirstName  LastNameJohn
AEA-Bridges   Impact Corp.Garcia
Comapany
March      NameAEA-Bridges Impact Corp.
       4, 2022
March3 4, 2022 Page 3
Page
FirstName LastName
The Proposed HoldCo Certificate of Incorporation will designate the Court of
Chancery of the
State of Delaware..., page 113

10.      Please revise to clearly disclose whether the company intends for
         the exclusive forum provision to apply to actions arising under the
Exchange Act.
Background of the Business Combination, page 120

11.      We note your disclosure on page 121 that business combination
transactions with other
         potential targets were not pursued. Please expand your disclosure to
discuss in greater
         details these other potential targets, including their size and
material attributes, and the
         reasons they were not pursued.
12.      Please describe in greater detail the "certain structuring challenges"
mentioned in the fifth
         paragraph on page 125.
13.      Please discuss in greater detail the "changes in valuation metrics in
the market place"
         mentioned on page 125.
Certain Unaudited LiveWire Prospective Financial Information, page 137

14.      Please tell us why management believes there is a reasonable basis to
present a financial
         forecast beyond one year considering LiveWire's limited operating
history. In addition,
         please revise your disclosures to detail management's basis and the
underlying
         assumptions used to support your projections, including revenue growth
rates. Refer to
         Regulation S-K, Item 10(b).
15.      We note your disclosure on page 140 that the forecasts are based on
"numerous variable
         and assumptions." Please revise to describe such variables and
assumptions with greater
         specificity and quantify where practicable. Please disclose any other
information to
         facilitate investor understanding of the basis for and limitations of
these forecasts.
Non-GAAP Financial Measures, page 140

16.      Since adjusted free cash flow is a non-GAAP liquidity measure, please
revise your
         disclosures to reconcile this measure to cash flows from operating
activities and
         prominently present amounts for the three major categories of the
statement of cash
         flows. Refer to Item 10(e)(1)(i) of Regulation S-K and Questions
102.06 and 102.07 of
         the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Intellectual Property, page 220

17.      Please disclose when your material patents expire.
Partnering with Industry-Leading OEMS and/or Tier-One Vehicle Suppliers, page
234

18.      Please disclose the material terms of the collaboration agreement,
such as each parties'
         rights and obligations, duration of the agreement and termination
provisions.
 John Garcia
FirstName  LastNameJohn
AEA-Bridges   Impact Corp.Garcia
Comapany
March      NameAEA-Bridges Impact Corp.
       4, 2022
March4 4, 2022 Page 4
Page
FirstName LastName
HoldCo Relationships and Related Party Transactions, page 250

19.      For each agreement discussed in this section, please expand your
disclosure to include
         the material terms including the following: each parties' rights and
obligations;
         financial terms, duration of the agreement and royalty term; and
termination provisions.
         For example, we note the reference to a markup of 6% on page L-3 of
Annex L, the
         reference to a warranty period on page L-9 of Annex L and the
reference to a markup of
         8% on page N-5 of Annex N.
Comparison of Shareholder Rights Under the Applicable Organizational Documents,
page 295

20.      Please expand the disclosure on page 296 about the Classified Board to
include disclosure
         about Article 27. In this regard, we note the disclosure on page 296
about the Classified
         Board only includes a reference to "See Article 27 of our Existing
Organizational
         Documents."
Financial Statements, page F-1

21.      Please update your financial statements and related financial
information throughout in
         accordance with Rule 8-08 of Regulation S-X.
LiveWire EV December 31, 2020 Combined Financial Statements
Notes to Combined Financial Statements
3) Revenue, page F-56

22.      We note that during 2020, you recorded a sales concession to your
dealers as a reduction
         in revenue. We further note that such reduction in revenue amounted to
$15,271
         thousand, or one third of your 2020 sales before this reduction. In
this regard, please
         disclose further details on the nature of this concession including
the business purpose,
         how the amount was determined, and why this only occurred in one year
presented.
Exhibits

23.      Please revise to indicate which exhibits listed on pages II-1 and II-2
have information that
         has been redacted. For example, we note that portions of Annex J have
been redacted
         because such information is (i) not material and(ii) would likely
cause competitive harm if
         publicly disclosed.
        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 Rules 460 and 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.
 John Garcia
AEA-Bridges Impact Corp.
March 4, 2022
Page 5

        You may contact Heather Clark, Staff Accountant, at 202-551-3624 or
Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Sergio Chinos, Senior Attorney, at 202-551-7844 with any other
questions.



FirstName LastNameJohn Garcia                               Sincerely,
Comapany NameAEA-Bridges Impact Corp.
                                                            Division of
Corporation Finance
March 4, 2022 Page 5                                        Office of
Manufacturing
FirstName LastName
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