United States securities and exchange commission logo





                               June 24, 2022

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

                                                        Re: AEA-Bridges Impact
Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed June 10, 2022
                                                            File No. 333-262573

       Dear Dr. Garcia:

             We have reviewed your amended 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.

       Amendment No. 3 to Registration Statement on Form S-4 filed June 10,
2022

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. Please also tell us whether anyone or any
                                                        entity associated with
or otherwise involved in the transaction, is, is controlled by, or has
                                                        substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
 John Garcia
AEA-Bridges Impact Corp.
June 24, 2022
Page 2
      Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
      disclose that the time necessary for government review of the transaction
or a decision to
      prohibit the transaction could prevent you from completing an initial
business
      combination and require you to liquidate. Disclose the consequences of
liquidation to
      investors, such as the losses of the investment opportunity in a target
company, any price
      appreciation in the combined company, and the warrants, which would
expire worthless.
       You may contact Heather Clark at 202-551-3624 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Sergio Chinos at 202-551-7844 with any
other
questions.



                                                           Sincerely,
FirstName LastNameJohn Garcia
                                                           Division of
Corporation Finance
Comapany NameAEA-Bridges Impact Corp.
                                                           Office of
Manufacturing
June 24, 2022 Page 2
cc:       Christian O. Nagler, Esq.
FirstName LastName