SC 13G

Names of Reporting Persons

AEA-Bridges Impact Sponsor LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

SC 13G 1 d134379dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AEA-Bridges Impact Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G01046104

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G01046104

(1)

See Item 4. These are the Issuer’s Class B ordinary shares, which will automatically convert into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-248785).

(2)

Based on 40,000,000 Class A ordinary shares, $0.0001 par value, and 10,000,000 Class B ordinary shares, $0.0001 par value, issued and outstanding as of November 23, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020 and adjusted for the changes reported in the Form 4 filed with the Securities and Exchange Commission on November 23, 2020, and assuming the conversion of all the shares of Class B ordinary shares held by AEA-Bridges Impact Sponsor LLC.


Item 1(a).	Name of Issuer AEA-Bridges Impact Corp. (the “Issuer”)

Item 1(b).	Address of the Issuer’s Principal Executive Offices C/O AEA-Bridges Impact Corp., PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102 Cayman Islands

Item 2(a).	Names of Persons Filing AEA-Bridges Impact Sponsor LLC (the “Reporting Person”)

Item 2(b).	Address of the Principal Business Office, or if none, Residence: C/O AEA-Bridges Impact Corp., PO Box 1093, Boundary Hall Cricket Square, Grand Cayman KY1-1102 Cayman Islands

Item 2(c).	Citizenship Cayman Islands

Item 2(d).	Title of Class of Securities Class A ordinary shares, $0.0001 par value per share.

Item 2(e).	CUSIP Number G01046104

Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:

	☐	(a) a broker or dealer registered under Section 15 of the Exchange Act.

	☐	(b) a bank as defined in Section 3(a)(6) or the Exchange Act.

	☐	(c) an insurance company as defined in Section 3(a)(19) of the Exchange Act.

	☐	(d) an investment company registered under Section 8 of the Investment Company Act.

	☐	(e) an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

	☐	(f) an employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

	☐	(g) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

	☐	(h) a savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	☐	(i) a church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

	☐	(j) a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

	☐	(k) a group in accordance with Rule 13d-1(b)(1)(ii)(K).

	☒	Not applicable


Item 4.		Ownership

		The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. As of December 31, 2020, the Reporting Person may be deemed to beneficially own 9,950,000 shares of the Issuer’s Class B ordinary shares, representing 19.9% of the total Class A and Class B ordinary shares issued and outstanding. The Class B ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-248785).

Item 5.		Ownership of Five Percent or Less of a Class Not Applicable

Item 6.		Ownership of More than Five Percent on Behalf of Another Person Not Applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not Applicable

Item 8.		Identification and Classification of Members of the Group Not Applicable

Item 9.		Notice of Dissolution of Group Not Applicable

Item 10.		Certification Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


DATE: February 16, 2021	AEA-Bridges Impact Sponsor LLC

	By:	/s/ Ramzi Gedeon
		Name:	Ramzi Gedeon
		Title:	Chief Financial Officer

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

SEC Form SC 13G filed