AEA-Bridges Impact Corp.
PO Box 1093, Boundary Hall, Cricket Square,
Grand Cayman, Cayman Islands KY1-1102
July 26, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: Heather Clark
Kevin Woody
Thomas Jones
Sergio Chinos
| Re: | AEA-Bridges Impact Corp. Registration Statement on Form S-4 File No. 333-262573 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, AEA-Bridges Impact Corp. (“ABIC”) and LiveWire Group, Inc. (“HoldCo”) hereby request acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on July 27, 2022, or as soon thereafter as practicable, or at such other time as ABIC, HoldCo or their outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
Please contact Christian O. Nagler of Kirkland & Ellis LLP, special counsel to the ABIC and HoldCo, at (212) 446-4660, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
Sincerely,
| AEA-BRIDGES IMPACT CORP. |
| /s/ John Garcia |
| Name: John Garcia |
| Title: Chair and Co-Chief Executive Officer |
| LIVEWIRE GROUP, INC. |
| /s/ John Garcia |
| Name: John Garcia |
| Title: President, Secretary, Treasurer and Director |
