UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September~~June 30, ~~2020~~

2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:

001-39584

AEA-BRIDGES

IMPACT CORP.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-1550961
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman		KY1-1102
(Address of principal executive offices)		(Zip Code)

+1 345 814 5825

(Issuer’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one half of one redeemable warrant	IMPX.U	The New York Stock Exchange
Class A Ordinary ~~share~~shares included as part of the units	IMPX	The New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	IMPX.WS	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T (§

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒


		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of ~~November 13, 2020,~~August 9, 2022,

there were 40,000,000 Class A ordinary shares, $0.0001 par value, and ~~11,500,000~~10,000,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

AEA-BRIDGES

IMPACT CORP.

~~FORM~~ ~~10-Q~~

FORM10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~JUNE 30, ~~2020~~

2022

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

~~Item 1.~~	~~Financial Statements~~
Item 1.

	~~Condensed Balance Sheet (unaudited)~~Financial Statements		1

	Condensed ~~Statement~~Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Consolidated Statements of Operations ~~(unaudited)~~for the three and six months ended June 30, 2022 and 2021		2

	Unaudited Condensed ~~Statement~~Consolidated Statements of Changes in ~~Shareholder’s Equity (unaudited)~~Shareholders’ Deficit for the three and six months ended June 30, 2022 and 2021		3

	Unaudited Condensed ~~Statement~~Consolidated Statements of Cash Flows ~~(unaudited)~~for the six months ended June 30, 2022 and 2021		4

	Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~(Unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1320

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		1523

Item 4.	Control and Procedures		1523

PART II – OTHER INFORMATION

~~Item 1.~~	~~Legal Proceedings~~		15

Item ~~1A.~~ 1.	~~Risk Factors~~Legal Proceedings		1525

Item 2. 1A.	Risk Factors		25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1525

Item 3.	Defaults Upon Senior Securities		1625

Item 4.	Mine Safety Disclosures		1625

Item 5.	Other Information		1625

Item 6.	Exhibits		1726

SIGNATURES			1827

Table of Contents

PART I — FINANCIAL INFORMATION

AEA-BRIDGES

IMPACT CORP.

CONDENSED CONSOLIDATED BALANCE ~~SHEET~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

ASSETS

Deferred offering costs
   $ 624,423


TOTAL ASSETS
   $ 624,423


LIABILITIES AND SHAREHOLDER’S EQUITY

Current liabilities

Accrued offering costs
   $ 433,033
Promissory note — related party
   171,395


Total Liabilities
   604,428


Commitments

Shareholder’s Equity

Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 11,500,000 shares issued and outstanding⁽¹⁾
   1,150
Additional paid-in capital
   23,850
Accumulated deficit
   (5,005 )


Total Shareholder’s Equity
   19,995


TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
   $ 624,423

~~(1)~~

Includes an aggregate of up to 1,500,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). On August 4, 2020, the Company effected a share dividend resulting in 14,375,000 Class B ordinary shares being issued and outstanding. On September 14, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in the Sponsor holding 11,500,000 Class B ordinary shares. All share and per share amounts have been retroactively restated to reflect the stock transactions (see Note 5).

SHEETS

ITEM 1 — FINANCIAL STATEMENTS


	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	337,128		$	1,027,517
Due from Sponsor		5,160			—
Prepaid expenses		126,667			249,167

Total Current Assets		468,955			1,276,684
Investments held in Trust Account		400,574,581			400,249,491

TOTAL ASSETS	$	401,043,536		$	401,526,175

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities—accounts payable and accrued expenses	$	8,308,065		$	6,850,353
Derivative warrant liabilities		11,590,000			34,617,500
Deferred underwriting fee payable		13,125,000			13,125,000

Total Liabilities		33,023,065			54,592,853

Commitments and Contingencies		0			0
Class A ordinary shares subject to possible redemption, $0.0001 par value, 40,000,000 shares issued and outstanding at $10.01 and $10.00 p er share redemption value as of June 30, 2022 and December 31, 202 1 , respectively		400,574,581			400,000,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued or outstanding		0—			0—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0shares issued or outstanding (excluding 40,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		1,000			1,000
Accumulated deficit		(32,555,110	)		(53,067,678	)

Total Shareholders’ Deficit		(32,554,110	)		(53,066,678	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	401,043,536		$	401,526,175

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

AEA-BRIDGES
IMPACT CORP.

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF OPERATIONS

~~FOR THE PERIOD FROM JULY 29, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~

~~(Unaudited)~~

Formation and operating costs
   $ 5,005


Net Loss
   $ (5,005 )


Weighted average shares outstanding, basic and diluted ⁽¹⁾
   10,000,000


Basic and diluted net loss per ordinary shares
   $ (0.00 )

~~(1)~~

Excludes an aggregate of up to 1,500,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5). On August 4, 2020, the Company effected a share dividend resulting in 14,375,000 Class B ordinary shares being issued and outstanding. On September 14, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in the Sponsor holding 11,500,000 Class B ordinary shares. All share and per share amounts have been retroactively restated to reflect the stock transactions (see Note 5).

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Formation and operating costs	$	676,051		$	426,413		$	2,265,441		$	721,421

Loss from operations		(676,051	)		(426,413	)		(2,265,441	)		(721,421	)
Other income (expense):
Interest earned on investments held in Trust Account		260,981			11,464			325,090			100,526
Change in fair value of derivative warrant liabilities		12,505,000			(1,830,000	)		23,027,500			17,690,000

Total other income (expense), net		12,765,981			(1,818,536	)		23,352,590			17,790,526
Net income (loss)	$	12,089,930		$	(2,244,949	)	$	21,087,149		$	17,069,105

Weighted average shares outstanding of Class A ordinary shares		40,000,000			40,000,000			40,000,000			40,000,000

Basic and diluted net income (loss) per share, Class A	$	0.24		$	(0.04	)	$	0.42		$	0.34

Weighted average shares outstanding of Class B ordinary shares		10,000,000			10,000,000			10,000,000			10,000,000

Basic and diluted net income (loss) per share, Class B	$	0.24		$	(0.04	)	$	0.42		$	0.34

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

AEA-BRIDGES
IMPACT CORP.

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ ~~EQUITY~~

DEFICIT

(UNAUDITED)

FOR THE ~~PERIOD FROM JULY 29, 2020 (INCEPTION) THROUGH SEPTEMBER~~THREE AND SIX MONTHS ENDED JUNE 30, ~~2020~~

~~(Unaudited)~~

   Class B
Ordinary Shares    Additional
Paid-in    Accumulated Total
Shareholder’s
   Shares    Amount    Capital    Deficit Equity
Balance — July 29, 2020 (inception)
   —      $ —      $ —      $ —   $ —
Issuance of Class B ordinary shares to Sponsor⁽¹⁾
   11,500,000    1,150    23,850    — 25,000
Net loss
   —    —    —    (5,005 ) (5,005 )








Balance — September 30, 2020
   11,500,000    $ 1,150    $ 23,850    $ (5,005 ) $ 19,995

~~(1)~~

2022


	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance — December 31, 2021		—	$	—		10,000,000	$	1,000	$	—	$	(53,067,678	)	$	(53,066,678	)
Net income		—		—		—		—		—		8,997,219			8,997,219

Balance — March 31, 2022		—	$	—		10,000,000	$	1,000	$	—	$	(44,070,459	)	$	(44,069,459	)
Accretion for Class A ordinary shares to redemption amoun t		—		—		—		—		—		(574,581	)		(574,581	)
Net income		—		—		—		—		—		12,089,930			12,089,930

Balance — June 30, 2022		—	$	—		10,000,000	$	1,000	$	—	$	(32,555,110	)	$	(32,554,110	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance — December 31, 2020		—	$	—		10,000,000	$	1,000	$	—	$	(57,889,751	)	$	(57,888,751	)
Net income		—		—		—		—		—		19,314,054			19,314,054

Balance — March 31, 2021		—	$	—		10,000,000	$	1,000	$	—	$	(38,575,697	)	$	(38,574,697	)
Net loss		—		—		—		—		—		(2,244,949	)		(2,244,949	)

Balance — June 30, 2021		—	$	—		10,000,000	$	1,000	$	—	$	(40,820,646	)	$	(40,819,646	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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AEA-BRIDGES

IMPACT CORP.

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~FOR THE PERIOD FROM JULY 29, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~

~~(Unaudited)~~

Cash Flows from Operating Activities:

Net loss
   $ (5,005 )
Adjustments to reconcile net loss to net cash used in operating activities:

Payment of formation costs through issuance of Class B ordinary shares
   5,005


Net cash used in operating activities
   —


Net Change in Cash
   —
Cash – Beginning
   —


Cash – Ending
   $ —


Non-cash investing and financing activities:

Deferred offering costs included in accrued offering costs
   $ 433,033


Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
   $ 19,995


Deferred offering costs paid through promissory note—related party
   $ 171,395

(UNAUDITED)


	For the Six Months Ended June 30,			For the Six Months Ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	21,087,149		$	17,069,105
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(23,027,500	)		(17,690,000	)
Interest earned on investments held in Trust Account		(325,090	)		(100,526	)
Changes in operating assets and liabilities:
Prepaid expenses		122,500			133,119
Due from Sponsor		(5,160	)		—
Accounts payable and accrued expenses		1,457,712			157,327

Net cash used in operating activities		(690,389	)		(430,975	)

Net Change in Cash		(690,389	)		(430,975	)
Cash– Beginning		1,027,517			1,661,085

Cash– Ending	$	337,128		$	1,230,110

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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AEA-BRIDGES
IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~

JUNE 30, ~~2020~~

~~(Unaudited)~~

~~Note~~2022

(UNAUDITED)

NOTE 1 — ~~Description of Organization and Business Operations~~

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

AEA-Bridges

Impact Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

On December 12, 2021, the Company entered into a Business Combination Agreement with Harley-Davidson, Inc., a Wisconsin corporation, LW EV Holdings, Inc., a Delaware corporation (to be renamed LiveWire Group, Inc. in connection with the Business Combination), LW EV Merger Sub, Inc., a Delaware corporation, and LiveWire EV, LLC, a Delaware limited liability company.

As of ~~September~~June 30, ~~2020,~~2022, the Company had not commenced any operations. All activity for the period from July 29, 2020 (inception) through ~~September~~June 30, ~~2020~~2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described ~~below.~~below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company ~~will generate~~ generates

non-operating

income in the form of interest income from the ~~proceeds derived from~~investments held in the ~~Initial Public Offering.~~

Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 5, 2020 the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $400,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to

AEA-Bridges

Impact Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,500,000, which is described in Note 4.

Transaction costs amounted to $21,292,016, consisting of $7,275,000 of underwriting fees (net of expenses reimbursed by the underwriter of $225,000), $13,125,000 of deferred underwriting fees and $892,016 of other offering costs. ~~In addition, at October 5, 2020, cash of $1,686,179 was held outside of the Trust Account (as defined below) and is available for working capital purposes.~~

Following the closing of the Initial Public Offering on October 5, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under

Rule 2a-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all

Table of Contents

AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The

per-share

amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

~~AEA-BRIDGES IMPACT CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at

a ~~per-share~~per

-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust ~~account~~

Account

and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will have until October 5, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than

ten

business days thereafter, redeem 100% of the Public Shares,

a ~~per-share~~per

-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to ~~us to~~ pay ~~our~~ taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

Table of Contents

AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~AEA-BRIDGES IMPACT CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER~~

Liquidity and Going Concern

At June 30, ~~2020~~

~~(Unaudited)~~

~~Note~~2022, the Company had $337,128 in its operating bank accounts, $400,574,581 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith, and a working capital deficit of $7,839,110. At June 30, 2022, $574,581 of the amount on deposit in the Trust Account represented interest income.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (”FASB”) Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by October 5, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 5, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by October 5, 2022.

NOTE 2 — ~~Summary of Significant Accounting Policies~~

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the Securities and Exchange Commission ~~(the “SEC”~~(“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the ~~period~~periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s ~~prospectus~~ Annual Report on Form

10-K

for ~~its Initial Public Offering~~the period ended December 31, 2021, as filed with the SEC on ~~October 2, 2020, as well as the Company’s Current Reports on Form~~ ~~8-K,~~ ~~as filed with the SEC on October 7, 2020 and October 9, 2020.~~March 25, 2022. The interim results for the ~~period from July 29, 2020 (inception) through September~~three and six months ended June 30, ~~2020~~2022 are not necessarily indicative of the results to be expected for the ~~period~~year ending December 31, ~~2020~~2022 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~September~~June 30, ~~2020.~~

2022 and December 31, 2021.

Investments Held in Trust Account

The Company’s portfolio of investments held in trust is substantially comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~

JUNE 30, ~~2020~~

~~(Unaudited)~~

2022

(UNAUDITED)

185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof.

At June 30, 2022

the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs

Offering costs ~~consist~~consisted of legal, accounting, and other expenses incurred through the balance ~~sheet~~sheets date that are directly related to the Initial Public Offering. Offering costs ~~amounting~~were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the

unaudited

condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to permanent equity upon the completion of the Initial Public Offering. Offering costs amounted to $21,292,016, of which $20,292,642 were charged to ~~shareholder’s~~temporary equity upon the completion of the Initial Public Offering on October 5, ~~2020.~~

2020 and $999,374 was expensed in the

unaudited

condensed consolidated statements of operations.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available were valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, the 40,000,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. As of December 31, 2021, there was 0 change to the redemption value of the Class A ordinary shares.

At June 30, 2022 and December 31, 2021, the Class A ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	400,000,000
Less:
Proceeds allocated to Public Warrants		(18,400,000	)
Class A ordinary shares issuance costs		(20,292,642	)
Plus:
Accretion of carrying value to redemption value		38,692,642

Class A ordinary shares subject to possible redemption ( December 31, 2021)	$	400,000,000
Plus:
Accretion of carrying value to redemption value		574,581

Class A ordinary shares subject to possible redemption ( June 30, 2022)	$	400,574,581

Income Taxes

ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of ~~September~~June 30, ~~2020,~~2022 and December 31, 2021, there were no0 unrecognized tax benefits and no0 amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was ~~zero~~0 for the ~~period~~periods presented.

Net ~~Loss~~Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net ~~loss~~income (loss) per ordinary share is computed by dividing net ~~loss~~income (loss) by the weighted average number of ordinary shares ~~issued and~~ outstanding ~~during~~for the ~~period, excluding~~periods presented. Accretion associated with the redeemable Class A ordinary shares ~~subject to forfeiture. Weighted average shares were reduced for~~is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per ordinary share does not consider the effect of ~~an aggregate~~the

Warrants

issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of ~~1,500,000~~the

Warrants

is contingent upon the occurrence of future events. The

Warrants

are exercisable to purchase 30,500,000 Class BA ordinary shares ~~that are subject to forfeiture depending on~~in the ~~extent to which the underwriters’ over-allotment option is exercised (see Notes 5). At September~~aggregate. As of June 30, ~~2020,~~2022 and 2021, the Company did ~~not~~0t have any dilutive

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

securities ~~and~~or other contracts that could, potentially, be exercised or converted into Class A ordinary shares and then share in the earnings of the Company. As a result, diluted ~~loss~~net income (loss) per ordinary share is the same as basic ~~loss~~net income (loss) per ordinary share for the ~~period~~periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):


	Three Months Ended June 30,										Six Months Ended June 30,
	2022				2021						2022				2021
	Class A		Class B		Class A			Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	9,671,944	$	2,417,986	$	(1,795,959	)		(448,990	)	$	16,869,719	$	4,217,430	$	13,655,284	$	3,413,821
Denominator:
Basic and diluted weighted average shares outstanding		40,000,000		10,000,000		40,000,000			10,000,000			40,000,000		10,000,000		40,000,000		10,000,000
Basic and diluted net income (loss) per ordinary share	$	0.24	$	0.24	$	(0.04	)	$	(0.04	)	$	0.42	$	0.42	$	0.34	$	0.34

As of June 30, 2022 and 2021, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the Company’s shareholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal ~~Depository~~

Deposit

Insurance ~~Coverage~~

Corporation coverage limit

of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, excluding the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s ~~unaudited~~ condensed consolidated balance ~~sheet,~~sheets, primarily due to their short-term nature.

As of June 30, 2022 and December 31, 2021, the carrying values of cash and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

~~Note~~

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

NOTE 3 — ~~Initial Public Offering~~

INITIAL PUBLIC OFFERING

On October 5, 2020, pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and

one-half

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7)8).

~~Note~~

NOTE 4 — ~~Private Placement~~

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,500,000. The Sponsor has agreed to purchase up to an additional 1,200,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or an aggregate additional $1,200,000, to the extent the underwriter’s over-allotment option is exercised in full. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7)8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~AEA-BRIDGES IMPACT CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

~~Note~~

NOTE 5 — ~~Related Party Transactions~~

RELATED PARTY TRANSACTIONS FOUNDER SHARES

Founder Shares

On July 29, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On August 4, 2020, the Company effected a share dividend resulting in 14,375,000 Class B ordinary shares being issued and outstanding. On September 14, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in the Sponsor holding 11,500,000 Class B ordinary shares. All share and

per-share

amounts have been retroactively restated to reflect the ~~stock~~share transactions. The Founder Shares include an aggregate of up to 1,500,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an

as-converted

basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

On November 16, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 1,500,000 shares. Accordingly, there are 10,000,000 Founder Shares issued and outstanding.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,

share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

~~Promissory Note — Related Party~~

~~On July 31, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount~~

Table of ~~$300,000. The Promissory Note was~~ ~~non-interest~~ ~~bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. As of September~~Contents

AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020, there was $171,395 in borrowings outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $171,395 was repaid at the closing of the Initial Public Offering on October 5, 2020.

2022

(UNAUDITED)

Administrative Services Agreement

The Company entered into an agreement, commencing on October 5, 2020, to pay an affiliate of the Sponsor up to an amount not to exceed $10,000 per month for office space, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 in fees for these services, respectively, all of which are included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets as of June 30, 2022

For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000 in fees for these services, respectively, all of which are included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of ~~September~~June 30, ~~2020,~~2022 and December 31, 2021, the Company had no0 outstanding borrowings under the Working Capital Loans.

~~Note~~

NOTE 6 — ~~Commitments and Contingencies~~

COMMITMENTS AND CONTINGENCIES RISKS AND UNCERTAINTIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

global pandemic ~~on the industry~~ and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~AEA-BRIDGES IMPACT CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

Registration and Shareholders Rights

Pursuant to a registration rights agreement entered into on October 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities well be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period.

~~Underwriting Agreement~~

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company ~~granted~~will bear the ~~underwriters a~~ ~~45-day~~ ~~option to purchase up to 6,000,000 additional Units to cover over-allotments at~~expenses incurred in connection with the ~~Initial Public Offering price, less the underwriting discounts and commissions.~~

filing of any such registration statements.

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,125,000 in the ~~aggregate (or $15,225,000 in the aggregate if the underwriters’ over-allotment option is exercised in full).~~aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. An affiliate of the Sponsor has purchased 2,500,000 Public Units at the Public Offering Price. The underwriters did not receive any underwriting discounts or commissions on Units purchased by the Sponsor or its affiliate.

~~Note~~

NOTE 7 — ~~Shareholder’s Equity~~

SHAREHOLDERS’ DEFICIT

Preference Shares

—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~September~~June 30, ~~2020,~~2022 and December 31, 2021, there were no0 preference shares issued or outstanding.

Class

A Ordinary Shares

—The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At ~~September~~June 30, ~~2020,~~2022 and December 31, 2021, there were no40,000,000 Class A ordinary shares issued ~~or outstanding.~~

and outstanding, all of which are presented as temporary equity.

Class

B Ordinary Shares

—The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At ~~September~~June 30, ~~2020,~~2022 and December 31, 2021, there were ~~11,500,000~~10,000,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 1,500,000 shares are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Class B ordinary shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than

one-to-one.

NOTE 8 — DERIVATIVE WARRANT LIABILITIES

At June 30, 2022 and December 31, 2021, there were 20,000,000 Public Warrants— outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

~~AEA-BRIDGES IMPACT CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon ~~a minimum of~~not less than 30 days’ prior written notice of ~~redemption to each warrant holder;~~redemption; and

if, and only if, the ~~closing~~reported last sales price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share ~~(as adjusted)~~ for any 20 trading days within a

30-trading

day period ending ~~three~~on the third trading ~~days before~~day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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AEA-BRIDGES
IMPACT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(UNAUDITED)

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00

. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at ~~$0.10 per warrant upon~~ a ~~minimum of 30 days’ prior written notice of redemption; provided that holders will be able~~price equal to ~~exercise their warrants on~~ a ~~cashless basis prior to redemption and receive that~~ number of Class A ordinary shares to be determined, based on the redemption date and the fair market value of the Company’s Class A ordinary shares;

upon a minimum of 30 days’ prior written notice of redemption;

if, and only if, the ~~closing~~last reported sale price of the Company’s Class A ordinary shares ~~equal~~equals or exceeds $10.00 per ~~public~~ share (as ~~adjusted)~~adjusted for ~~any 20 trading days within~~share splits, share dividends, reorganizations, recapitalizations and the ~~30-trading~~ ~~day period ending three trading days before the Company send the notice of redemption of the warrant holders; and~~

~~if the closing price of the Class A ordinary shares for any 20 trading days within a~~ ~~30-trading~~ ~~day period ending~~like) on the ~~third~~ trading day prior to the date on which ~~we send~~the Company sends the notice of redemption to the warrant ~~holders is less than $18.00 per share (as adjusted),~~holders;

if, and only if, the Private Placement Warrants ~~must~~are also be concurrently ~~called for redemption on~~exchanged at the same ~~terms~~price (equal to a number of Class A ordinary shares) as the outstanding Public ~~Warrants, as described above.~~

Warrants; and

if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the

30-day

period after written notice of redemption is given

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required

~~AEA-BRIDGES IMPACT CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

At June 30, 2022 and December 31, 2021, there were 10,500,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable,

except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Note 8~~

NOTE 9 — ~~Subsequent Events~~

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as

held-to-maturity

in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At June 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $0 and $549 in cash and $0 and $400,248,942 in U.S. Treasury securities, respectively.

Following the maturity date of April 14, 2022, the Company subsequently reinvested its holdings in the Trust Account into money market funds.

During the period ended June 30, 2022 and December 31, 2021, the Company did not withdraw any interest income from the Trust Account.

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AEA-BRIDGES

IMPACT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

(UNAUDITED)

The following table presents information about the gross holding gains and fair value of

held-to-maturity

securities at December 31, 2021 as follows:


	Held-To-Maturity	Amortized Cost		Gross Holding Gain		Fair Value
December 31, 2021	U.S. Treasury Securities (Matured on January 13, 2022)	$	400,248,942	$	3,389	$	400,252,331

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		June 30, 2022		December 31, 2021
Assets:
Marketable securities held on Trust Account		1	$	400,574,581	$	—

Liabilities:
Warrant Liabilities– Public Warrants		1	$	7,600,000	$	22,700,000
Warrant Liabilities– Private Placement Warrants		2	$	3,990,000	$	11,917,500

The Warrants were accounted for as liabilities in accordance with ASC 815 and are presented within derivative warrant liabilities in the accompanying condensed consolidated balance sheets. The derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative warrant liabilities in the condensed consolidated statements of operations.

The Warrants were valued as of at initial measurement using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value for the Warrants as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. ~~Other than as described in these financial statements,~~Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to

AEA-Bridges

Impact Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to

AEA-Bridges

Impact Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this

Form 10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final prospectus for its Initial Public Offering~~ Annual Report on Form

10-K

filed with the SEC on ~~October 2, 2020.~~March 25, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on July 29, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar ~~Business Combination~~business combination with one or more businesses. We intend to effectuate our ~~Business Combination~~business combination using cash derived from the proceeds of ~~the~~our Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a ~~Business Combination~~business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through ~~September~~June 30, ~~2020~~2022 were organizational activities and those necessary to prepare for the Initial Public Offering, described ~~below.~~below, and identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial ~~Business Combination.~~business combination. We ~~expect to~~ generate

non-operating

income in the form of interest income on marketable securities held ~~after~~in the ~~Initial Public Offering.~~Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a ~~Business Combination.~~

business combination.

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For the ~~period from July 29, 2020 (inception) through September~~three months ended June 30, ~~2020,~~2022, we had a net income of $12,089,930, which consisted of interest earned on investments held in the Trust Account of $260,981 and change in fair value of derivative warrant liabilities of $12,505,000, offset by operating expenses of $676,051.

For the six months ended June 30, 2022, we had a net income of $21,087,149, which consisted of interest earned on investments held in the Trust Account of $325,090 and change in fair value of derivative warrant liabilities of $23,027,500, offset by operating expenses of $2,265,441.

For the three months ended June 30, 2021, we had a net loss of ~~$5,005,~~$2,244,949, which consisted of ~~formation~~operating expenses of $426,413 and change in fair value of derivative warrant liabilities of $1,830,000, offset by interest earned on investments held in the Trust Account of $11,464.

For the six months ended June 30, 2021, we had a net income of $17,069,105, which consisted of interest earned on investments held in the Trust Account of $100,526 and change in fair value of derivative warrant liabilities of $17,690,000, offset by operating ~~costs.~~

expenses of $721,421.

Liquidity and Capital Resources

As of September 30, 2020, we had no cash. Until the consummation of the Initial Public Offering, our only source of liquidity was the Sponsors’ payment of $25,000 to cover certain offering and formation costs of the Company in consideration for ordinary shares and loans from our Sponsor.

~~Subsequent to the end of the quarterly period covered by this Quarterly Report, on~~

On October 5, 2020, we consummated the Initial Public Offering of 40,000,000 ~~Units,~~units, at a price of $10.00 per ~~Unit,~~unit, generating gross proceeds of $400,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 10,500,000 Private Placement Warrants to the Sponsor at a price of $1.00 per ~~Private Placement Warrant~~private placement warrant generating gross proceeds of $10,500,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $400,000,000 was placed in the Trust ~~Account, and we had $1,686,179 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes.~~Account. We incurred $21,292,016 in transaction costs, including $7,275,000 of underwriting fees (net of expenses reimbursed by the underwriter of $225,000), $13,125,000 of deferred underwriting fees and $892,016 of other offering costs.

For the six months ended June 30, 2022, net cash used in operating activities was $690,389. Net income of $21,087,149 was impacted by the interest earned on investments held in the Trust Account of $325,090 and change in fair value of derivative warrant liabilities of $23,027,500. Changes in operating assets and liabilities provided $1,575,052 of cash from operating activities.

For the six months ended June 30, 2021, net cash used in operating activities was $430,975. Net income of $17,069,105 was impacted by the interest earned on investments held in the Trust Account of $100,526 and change in fair value of derivative warrant liabilities of $17,690,000. Changes in operating assets and liabilities provided $290,446 of cash from operating activities.

At June 30, 2022, we had investments held in the Trust Account of $400,574,581. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our ~~Business Combination.~~business combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a ~~Business Combination,~~business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At June 30, 2022, we had cash of $337,128 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a ~~Business Combination.~~

business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a ~~Business Combination,~~business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a ~~Business Combination,~~business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a ~~Business Combination~~business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

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We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking

in-depth

due diligence and negotiating a ~~Business Combination~~business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial ~~Business Combination.~~business combination. Moreover, we may need to obtain additional financing either to complete our ~~Business Combination~~business combination or because we become obligated to redeem a significant number of our public shares upon completion of our ~~Business Combination,~~business combination, in which case we may issue additional securities or incur debt in connection with such ~~Business Combination.~~

business combination.

Off-Balance

Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered

off-balance

sheet arrangements as of ~~September~~June 30, ~~2020.~~2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating

off-balance

sheet arrangements. We have not entered into any

off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial

assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of ~~the~~our Sponsor a monthly fee of up to $10,000 for office space, secretarial and administrative support services provided to the ~~Company.~~company. We began incurring these fees on October 5, 2020 and will continue to incur these fees monthly until the earlier of the completion of a ~~Business Combination and~~business combination or the ~~Company’s~~company’s liquidation.

The underwriters are entitled to a deferred fee of $0.35 per ~~Unit,~~unit, or $13,125,000 in the ~~aggregate (or $15,225,000 in the aggregate if the underwriters’ over-allotment option is exercised in full).~~aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a ~~Business Combination,~~business combination, subject to the terms of the underwriting agreement. An affiliate of ~~the~~our Sponsor has purchased 2,500,000 ~~Public Units~~public units at the ~~Public Offering Price.~~public offering price. The underwriters did not receive any underwriting discounts or commissions on ~~Units~~units purchased by the Sponsor or its affiliate.

Critical Accounting Policies

The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the ~~period~~periods reported. Actual results could materially differ from those estimates. We have ~~not~~ identified ~~any~~the following critical accounting ~~policies.~~

policies:

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). We account for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations.

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Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our balance sheets.
Net Income (Loss) per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting ~~Standards~~

Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our ~~unaudited condensed~~ financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined in Item 10 of

Regulation S-K

and are not required to provide the information otherwise required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our

Co-Chief

Executive Officers and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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Evaluation of Disclosure Controls and Procedures

As required by Rules ~~13a-15f~~

13a-15

and

15d-15

under the Exchange Act, our

Co-Chief

Executive Officers and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~June 30, ~~2020.~~2022. Based upon their evaluation, our

Co-Chief

Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules ~~13a-15~~ ~~(e)~~

13a-15(e)

and~~15d-15~~ ~~(e)~~

15d-15(e)

under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules

13a-15(f)

and

15d-15(f) ~~under~~

of the Exchange Act) ~~that occurred~~ during the ~~period covered by this report~~most recent fiscal quarter ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation of a Material Weakness in Internal Control Over Financial Reporting

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness related to the Company’s financial reporting of complex financial instruments and enhance our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents. The foregoing actions were completed as of June 30, 2022, and we believe we have remediated the material weakness in internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our ~~final prospectus~~ Annual Report on Form

10-K

filed with the SEC on ~~October 2, 2020.~~March 25, 2022 (“Form 10-K”) and in our Quarterly Report on Form 10-Q filed with the SEC on May 12, 2022 (“2022 Q1 Form 10-Q”). As of the date of this ~~Quarterly Report, other than as described below,~~report, there have been no material changes to the risk factors disclosed in our ~~final prospectus filed~~Form 10-K and 2022 Q1 Form 10-Q. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the~~ ~~per-share~~ ~~redemption amount received by public shareholders may be less than $10.00 per share.~~

~~The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule~~ ~~2a-7~~ under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended and Restated Memorandum and Articles of Association our public shareholders are entitled to receive their ~~pro-rata~~ ~~share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the~~ ~~per-share~~ ~~redemption amount that may be received by public shareholders.~~

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On October 5, 2020, we consummated our Initial Public Offering of 40,000,000 Units, at a price of $10.00 per Unit, generating total gross proceeds of $400,000,000. Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. acted as the book-running managers. The securities sold in the offering were registered under the Securities Act on registration statements on ~~Form S-1 (No. 333-248785).~~ ~~The registration statements became effective on October 1, 2020.~~

Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 10,500,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $10,500,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering including the full exercise of the option to purchase additional Units and the sale of the Private Placement Warrants, $400,000,000 was placed in the Trust Account.

We paid a total of $7,275,000 in underwriting discounts and commissions and $892,016 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $13,125,000 in underwriting discounts and commissions.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this~~ ~~Form 10-Q.~~

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

Table of Contents

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on

Form 10-Q.


No.		Description of Exhibit

~~1.1~~		~~Underwriting Agreement between the Company and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.~~ ⁽¹⁾

~~3.1~~		~~Amended and Restated Memorandum and Articles of Association~~ ⁽¹⁾

~~4.4~~		~~Warrant Agreement between Continental Stock Transfer & Trust Company and the Company~~ ⁽¹⁾

~~10.1~~		~~Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company~~ ⁽¹⁾

~~10.2~~		~~Registration and Stockholder Rights Agreement between the Company, the Sponsor and the holders from time to time party thereto~~ ⁽¹⁾

~~10.3~~		~~Private Placement Warrants Purchase Agreement between the Company and the Sponsor~~ ⁽¹⁾

~~10.5~~		~~Administrative Services Agreement between the Company and the Sponsor~~ ⁽¹⁾

~~10.8~~		~~Letter Agreement among the Company, the Sponsor and the Company’s officers and directors~~ ⁽¹⁾

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

31.2*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

32.2**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

101.INS*		Inline XBRL Instance Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

*	Filed ~~herewith.~~ herewith

**	~~Furnished.~~ Furnished herewith

⁽¹⁾	~~Previously filed as an exhibit to our Current Report on Form~~ ~~8-K~~ ~~filed on October 7, 2020 and incorporated by reference herein.~~

Table of Contents

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AEA-BRIDGES IMPACT CORP.

Date: ~~November 13, 2020~~August 9, 2022		/s/ John Garcia
	Name:	John Garcia
	Title:	Chairman, Co-Chief Executive Officer,
		~~(Principal Executive Officer)~~ and Director

Date: ~~November 13, 2020~~August 9, 2022		/s/ Michele Giddens
	Name:	Michele Giddens
	Title:	Co-Chief Executive Officer
		~~(Principal Executive Officer)~~

~~Date: November 13, 2020~~		~~/s/ Ramzi Gedeon~~
	~~Name:~~	~~Ramzi Gedeon~~
	~~Title:~~	~~Chief Financial Officer~~
		~~(Principal Financial~~ and ~~Accounting Officer)~~Director


ASSETS
Deferred offering costs	$	624,423

TOTAL ASSETS	$	624,423

LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities
Accrued offering costs	$	433,033
Promissory note — related party		171,395

Total Liabilities		604,428

Commitments
Shareholder’s Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 11,500,000 shares issued and outstanding⁽¹⁾		1,150
Additional paid-in capital		23,850
Accumulated deficit		(5,005	)

Total Shareholder’s Equity		19,995

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	624,423


Formation and operating costs	$	5,005

Net Loss	$	(5,005	)

Weighted average shares outstanding, basic and diluted ⁽¹⁾		10,000,000

Basic and diluted net loss per ordinary shares	$	(0.00	)


	Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Capital		Deficit			Equity
Balance — July 29, 2020 (inception)		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares to Sponsor⁽¹⁾		11,500,000		1,150		23,850		—			25,000
Net loss		—		—		—		(5,005	)		(5,005	)

Balance — September 30, 2020		11,500,000	$	1,150	$	23,850	$	(5,005	)	$	19,995