SecProbe.io

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 Document LiveWire Group, Inc. 3700 West Juneau Avenue Milwaukee, WI 53208 August 19, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Re: LiveWire Group, Inc. Registration Statement on Form S-3 File No. 333-289699 To the addressees set forth above: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (the “ Registration Statement ”) of LiveWire Group, Inc. (the “ Company ”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on August 21, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Ryan Maierson at (713) 546-7420 or, in his absence, Shawn Quinn at (212) 906-4685. Thank you for your assistance in this matter. Very truly yours, LIVEWIRE GROUP, INC. By: /s/ Allen Gerrard Allen Gerrard General Counsel cc: Jennifer Hoover, LiveWire Group, Inc. Ryan Maierson, Latham & Watkins LLP Shawn Quinn, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Allen Gerrard
General Counsel & Board Secretary
LiveWire Group, Inc.
3700 West Juneau Avenue
Milwaukee, WI 53208

 Re: LiveWire Group, Inc.
 Draft Registration Statement on Form S-3
 Submitted on July 25, 2025
 CIK No. 0001898795
Dear Allen Gerrard:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 6, 2024
Tralisa Maraj
Chief Financial Officer
LiveWire Group, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Re:LiveWire Group, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed February 23, 2024
File No. 001-41511
Dear Tralisa Maraj:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Document

LiveWire Group, Inc.

3700 West Juneau Avenue

Milwaukee, Wisconsin 53208

May 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:       Eiko Yaoita Pyles
Claire Erlanger

   Re:    LiveWire Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 23, 2024

File No. 001-41511

To the addressee set forth above:

LiveWire Group, Inc., (the “Company,” “we,” “us” and “our”) submits this letter in response to the comment letter of the staff of the Securities and Exchange Commission (the “Staff”), dated May 19, 2024, with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed on February 23, 2024 (the “Annual Report”). For your convenience, we have set forth the Staff’s comment in bold and italics and the Company’s response below.

Form 10-K for the Fiscal Year Ended December 31, 2023

Exhibits 31.1 and 31.2

  1.

 We note that your Section 302 Certifications filed as Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting. In light of the fact that the transition period that allows for these omissions has ended, this disclosure is required in the Form 10-K for the year ended December 31, 2023. Please file an amendment to include the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications. Your Form 10-Q for the quarter ended March 31, 2024 should be similarly amended.

The Company acknowledges the Staff’s comment and has filed Amendment No. 1 to the Annual Report and Amendment No.1 to the Quarterly Report for the quarterly period ended March 31, 2024 to include in the certifications provided in Exhibits 31.1 and 31.2 to such filings paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting.

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact me at (281) 687-4341.

Thank you for your assistance in this matter.

      Very truly yours,

      LIVEWIRE GROUP, INC.

By:   /s/ Tralisa Maraj

   Tralisa Maraj

   Chief Financial Officer

cc: Latham & Watkins LLP

 Ryan Maierson

2

United States securities and exchange commission logo
May 19, 2024
Tralisa Maraj
Chief Financial Officer
LiveWire Group, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Re:LiveWire Group, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed February 23, 2024
File No. 001-41511
Dear Tralisa Maraj:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Exhibits 31.1 and 31.2 CEO and CFO Certifications, page 1
1.We note that your Section 302 Certifications filed as Exhibits 31.1 and 31.2 do not include
paragraph 4(b) and the introductory language in paragraph 4 referring to internal control
over financial reporting.  In light of the fact that the transition period that allows for these
omissions has ended, this disclosure is required in the Form 10-K for the year ended
December 31, 2023.  Please file an amendment to include the cover page, explanatory
note, signature page and paragraphs 1, 2, 4 and 5 of the certifications.  Your Form 10-Q
for the quarter ended March 31, 2024 should be similarly amended.

 FirstName LastNameTralisa Maraj
 Comapany NameLiveWire Group, Inc.
 May 19, 2024 Page 2
 FirstName LastName
Tralisa Maraj
LiveWire Group, Inc.
May 19, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Claire Erlanger at 202-551-3301
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 LiveWire Group, Inc.

3700 West Juneau Avenue

Milwaukee, WI 53208

December 14, 2022

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

 Attention: Patrick Fullem and
Jennifer Angelini

Re:
 LiveWire Group, Inc.

 Registration Statement on Form S-1 (As Amended)

 File No. 333-268003

To the addressees set forth above:

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) of LiveWire Group, Inc. (the “Company”). We respectfully request that the Registration
Statement become effective as of 4:00 p.m. Eastern Time on December 16, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Latham & Watkins LLP, by calling Ryan Maierson at (713) 546-7420 or, in his absence, Shawn Quinn at (212) 906-4685.

Thank you for your assistance in this matter.

Very truly yours,

LIVEWIRE GROUP, INC.

By:

/s/ Amanda Parker

Amanda Parker

Chief Legal Officer

cc:
 Jochen Zeitz, LiveWire Group, Inc.

 Ryan Maierson, Latham & Watkins LLP

 Jason Morelli, Latham & Watkins LLP

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CORRESP

 November 30, 2022

VIA EDGAR AND HAND DELIVERY

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549-268003

Attention:
 Patrick Fullem

 Jennifer Angelini

Re:
 LiveWire Group, Inc.

Registration Statement on Form S-1

Filed October 25, 2022

File No. 333-268003

Ladies and Gentlemen:

 On behalf of LiveWire
Group, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Form S-1”), filed on
October 25, 2022. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment to the Form S-1 (the “Amended Form
S-1”) with the Commission through its EDGAR system.

 Set forth below are the
responses of the Company to the comments in the Staff’s letter to the Company, dated November 18, 2022, relating to the Form S-1. For convenience of reference, the text of the comments in the
Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms
in the Amended Form S-1.

 Registration Statement on Form S-1 filed
October 25, 2022

 General

1.
 Please disclose whether you entered into any forward purchase or other agreements that provide certain
investors with the right to sell back shares to the company at a fixed price for a given period after the closing date of the business combination. If so, please revise to discuss the risks that these agreements may pose to other holders if you are
required to buy back the shares of your common stock as described therein. For example, discuss how such forced purchases would impact the cash you have available for other purposes and to execute your business strategy.

 Response: In response to the Staff’s comment, the Company respectively advises the Staff that
the Company is not party to any forward purchase or other agreements that provide certain investors with the right to sell back shares to the company at a fixed price for a given period after the closing date of the Business Combination.

2.
 Revise your prospectus to disclose the price that each selling securityholder paid for the shares and
warrants being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, the PIPE investors, private placement investors and other selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, the PIPE investors, private placement investors and other selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the
selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages
ii, 7, 8 and 149 of the Amended Form S-1.

 November 30, 2022

 Page
 2

 Cover Page

3.
 For each of the shares and warrants being registered for resale, disclose the price that the selling
securityholders paid for such shares and warrants.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on the prospectus cover page, and pages ii, 7, 8 and 149 of the Amended Form S-1.

4.
 Disclose the exercise price(s) of the warrants compared to the market price of the underlying security.
If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page, and pages ii, 6, 54, 55, 84 and 85 of the Amended Form S-1.

5.
 We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that some of the shares being registered for resale were purchased by the selling securityholder for prices
considerably below the current market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock..

Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages
7, 8 and 84 of the Amended Form S-1.

 Risk Factors, page 7

6.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of
the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower
price that they purchased their shares than the public investors.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 7 and 8 of the Amended Form S-1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview, page 67

7.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of
a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Legacy LiveWire Equityholder, a beneficial owner of over 80% of
your outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page, and pages
7, 8, 84, 85, 149 and 152 of the Amended Form S-1.

 November 30, 2022

 Page
 3

 Liquidity and Capital Resources, page 79

8.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on the
prospectus cover page, and pages 6, 54, 55, 84 and 85 of the Amended Form S-1.

 *********

Any comments or questions regarding the foregoing should be directed to the undersigned at +1.713.546.7420. Thank you in advance for your
cooperation in connection with this matter.

Very truly yours,

 /s/ Ryan J. Maierson

Ryan J. Maierson
of LATHAM & WATKINS LLP

 Enclosures

cc:
 (via e-mail)

Ryan J. Maierson, Latham & Watkins LLP

Jason Morelli, Latham & Watkins LLP

Jochen Zeitz, LiveWire Group, Inc.

United States securities and exchange commission logo
November 18, 2022
Jochen Zeitz
Chief Executive Officer
LiveWire Group, Inc.
3700 West Juneau Avenue
Milwaukee, WI 53208
Re:LiveWire Group, Inc.
Registration Statement on Form S-1
Filed October 25, 2022
File No. 333-268003
Dear Jochen Zeitz:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed October 25, 2022
General
1.Please disclose whether you entered into any forward purchase or other agreements
that provide certain investors with the right to sell back shares to the company at a fixed
price for a given period after the closing date of the business combination.  If so, please
revise to discuss the risks that these agreements may pose to other holders if you are
required to buy back the shares of your common stock as described therein.  For example,
discuss how such forced purchases would impact the cash you have available for other
purposes and to execute your business strategy.

 FirstName LastNameJochen Zeitz
 Comapany NameLiveWire Group, Inc.
 November 18, 2022 Page 2
 FirstName LastName
Jochen Zeitz
LiveWire Group, Inc.
November 18, 2022
Page 2
2.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares and warrants being registered for resale.  Highlight any differences in the current
trading price, the prices that the Sponsor, the PIPE investors, private placement investors
and other selling securityholders acquired their shares and warrants, and the price that the
public securityholders acquired their shares and warrants.  Disclose that while the
Sponsor, the PIPE investors, private placement investors and other selling securityholders
may experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price.  Please
also disclose the potential profit the selling securityholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
Cover Page
3.For each of the shares and warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares and warrants.
4.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying security.  If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants.  Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
5.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  We also note that some of the shares being
registered for resale were purchased by the selling securityholder for prices considerably
below the current market price of the common stock.  Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.
Risk Factors, page 7
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock.  To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding.  Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.

 FirstName LastNameJochen Zeitz
 Comapany NameLiveWire Group, Inc.
 November 18, 2022 Page 3
 FirstName LastName
Jochen Zeitz
LiveWire Group, Inc.
November 18, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 67
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.  Your discussion should
highlight the fact that Legacy LiveWire Equityholder, a beneficial owner of over 80% of
your outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
Liquidity and Capital Resources, page 79
8.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Fullem at (202) 551-8337 or Jennifer Angelini at (202) 551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ryan Maierson

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 AEA-Bridges Impact Corp.

PO Box 1093, Boundary Hall, Cricket Square,

Grand Cayman, Cayman Islands KY1-1102

July 26, 2022

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Heather Clark

                  Kevin Woody

                  Thomas Jones

                  Sergio Chinos

Re:

 AEA-Bridges Impact Corp.

Registration Statement on Form S-4

File No. 333-262573

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, AEA-Bridges Impact Corp.
(“ABIC”) and LiveWire Group, Inc. (“HoldCo”) hereby request acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on July 27, 2022, or as soon thereafter as
practicable, or at such other time as ABIC, HoldCo or their outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Christian O. Nagler of Kirkland & Ellis LLP, special counsel to the ABIC and HoldCo, at (212) 446-4660, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

AEA-BRIDGES IMPACT CORP.

/s/ John Garcia

Name: John Garcia

Title: Chair and Co-Chief Executive Officer

LIVEWIRE GROUP, INC.

/s/ John Garcia

Name: John Garcia

Title: President, Secretary, Treasurer and Director

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 AEA-Bridges Impact Corp.

PO BOX 1093, Boundary Hall

Cricket Square, Grand Cayman,

Cayman Islands KY1-1102

VIA EDGAR

July 8, 2022

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Heather Clark

 Kevin Woody

Thomas Jones

 Sergio Chinos

Re:

 AEA-Bridges Impact Corp.

Amendment No. 3 to Registration Statement on Form S-4

Filed June 10, 2022

 File No. 333-262573

 Ladies and Gentlemen:

We, AEA-Bridges Impact Corp. (“ABIC”) and LiveWire Group, Inc.
(“HoldCo”) (ABIC and HoldCo, collectively, the “Registrants”), set forth below the Registrants’ response to the letter, dated June 24, 2022, containing the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 3 to Registration Statement on Form S-4 filed by the Registrants on June 10, 2022 (the “Registration Statement”).

 In
order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Registrants’ responses immediately below the Staff’s comments.

In addition, the Registrants have revised the Registration Statement in response to the Staff’s comments and are submitting an amendment
to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the Registrants’ responses correspond to the
page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

Austin    Bay Area    Beijing    Boston    Brussels
   Chicago    Dallas    Hong Kong    Houston    London    Los Angeles    Miami
Munich    Paris    Salt Lake City    Shanghai    Washington, D.C.

 Securities and Exchange Commission

July 8, 2022

  Page
 2

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

General

1.
 Staff comment: With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss
the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you
to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

 Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they
have revised page 111 of the Registration Statement accordingly.

 We hope that the foregoing has been responsive to the Staff’s
comments. If you have any questions related to this letter, please contact Christian O. Nagler (by telephone at (212) 446-4660 or by email at christian.nagler@kirkland.com).

[Signature Page Follows]

 Securities and Exchange Commission

July 8, 2022

  Page
 3

 Sincerely,

AEA-BRIDGES IMPACT CORP.

/s/ John Garcia

 Name: John Garcia

 Title: Chair and Co-Chief Executive Officer

LIVEWIRE GROUP, INC.

/s/ John Garcia

 Name: John Garcia

 Title: President,
Secretary, Treasurer and Director

 VIA EDGAR/

cc:

 Christian O. Nagler, Esq.

 Wayne
Williams, Esq.

 Kirkland & Ellis LLP

Ryan J. Maierson, Esq.

 Jason Morelli, Esq.

Latham & Watkins LLP

United States securities and exchange commission logo
June 24, 2022
John Garcia
Co-Chief Executive Officer
AEA-Bridges Impact Corp.
PO Box 1093, Boundary Hall
Cricket Square
Grand Cayman
Cayman Islands KY1-1102
Re:AEA-Bridges Impact Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed June 10, 2022
File No. 333-262573
Dear Dr. Garcia:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-4 filed June 10, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on

 FirstName LastNameJohn Garcia
 Comapany NameAEA-Bridges Impact Corp.
 June 24, 2022 Page 2
 FirstName LastName
John Garcia
AEA-Bridges Impact Corp.
June 24, 2022
Page 2
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
            You may contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones at 202-551-3602 or Sergio Chinos at 202-551-7844 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christian O. Nagler, Esq.

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 AEA-Bridges Impact Corp.

PO BOX 1093, Boundary Hall

Cricket Square, Grand Cayman,

Cayman Islands KY1-1102

VIA EDGAR

June 10, 2022

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Heather Clark

 Kevin Woody

Thomas Jones

 Sergio Chinos

Re:
 AEA-Bridges Impact Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed May 20, 2022

File No. 333-262573

Ladies and Gentlemen:

 We,
AEA-Bridges Impact Corp. (“ABIC”) and LiveWire Group, Inc. (“HoldCo”) (ABIC and HoldCo, collectively, the “Registrants”), set forth below the Registrants’ response to the letter, dated June 3,
2022, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 2 to
Registration Statement on Form S-4 filed by the Registrants on May 20, 2022 (the “Registration Statement”).

 In order to
facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Registrants’ responses immediately below the Staff’s comments.

In addition, the Registrants have revised the Registration Statement in response to the Staff’s comments and are submitting an amendment
to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the Registrants’ responses correspond to the
page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

Amendment No. 2 to Registration Statement on Form S-4 filed May 20, 2022

General

 Securities and Exchange Commission

June 10, 2022

  Page
 2

1.
 Staff comment: Please revise to discuss whether recent inflationary pressures have materially
impacted your operations. In this regard, identify the types of inflationary pressures you are facing and how your business has been affected. Identify actions planned or taken, if any, to mitigate inflationary pressures.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that, while inflationary
pressures have impacted logistics and manufacturing costs, including the costs of raw materials and components, of LiveWire, they have not materially impacted the operations of LiveWire. LiveWire expects that year-over-year inflation rates for
logistics and manufacturing costs, excluding raw materials and components, to stabilize in the second half of 2022, however, given the macro global factors influencing raw materials, LiveWire believes that raw materials and component cost inflation
will continue for the remainder of 2022.

 In addition, in response to the Staff’s comment, the Registrants have revised pages 55-58
and 253 of the Registration Statement accordingly.

 Risk Factors, page 48

2.
 Staff comment: We note your disclosure on page 56 about a disruption with any one manufacturer or
supplier in your supply chain would have an adverse effect. Please disclose whether and how your business segments, products, lines of service, projects or operations are materially impacted by supply chain disruptions, especially in light of
Russia’s invasion of Ukraine. For example, discuss whether you have to expect to:

•

 Suspend the production, purchase, sale or maintenance of certain items;

•

 Experience higher costs due to constrained capacity or increased commodity process or challenges sourcing
materials;

•

 Experience surges or declines in consumer demand for which you are unable to adequately adjust your supply;

•

 Be unable to supply products at competitive prices or at all due to export restrictions, sanctions or the ongoing
invasion; or

•

 Be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related geopolitical
tension.

 Explain whether and how you have undertaken efforts to mitigate the impact and where possible quantify the
impact to your business.

 Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff
that LiveWire has not been materially impacted by supply chain disruptions caused by Russia’s invasion of Ukraine, inflationary pressures or other macroeconomic impacts. LiveWire has experienced some disruption and increased costs related to
global supply chain challenges in the first quarter of 2022, including semiconductor chip shortages.

 Securities and Exchange Commission

June 10, 2022

  Page
 3

 While these disruptions have not been material to date, based on the most current information
available, LiveWire now expects production to be constrained in the remaining quarters of 2022 due to supply disruption. As a result, we have revised the 2022 prospective financial information on page 147 to reflect our current volume, revenue and
cost of goods sold estimates.

 Additionally, as discussed on pages 55-56 of the Registration Statement, LiveWire has a plan in place to
handle as disruption in the supply or shortage of materials, including lithium-ion battery cells and semiconductor chips.

 The Registrants
also acknowledge that Harley-Davidson, Inc. (“H-D”), LiveWire’s parent entity, announced on May 19, 2022 it would suspend all vehicle assembly and shipments (excluding LiveWire) for a two-week period. The decision, taken out of an
abundance of caution, was based on information provided by a third-party supplier to H-D concerning a regulatory compliance matter relating to the supplier’s component part. As noted in the statement from H-D, this did not impact LiveWire and
was made out of an abundance of caution. H-D has since reopened its vehicle assembly plants. The Registrants do not believe this incident had or will have a material impact on LiveWire going forward.

In addition, in response to the Staff’s comment, the Registrants have revised pages 55-58 and 253 of the Registration Statement
accordingly.

3.
 Staff comment: To the extent material, disclose any new or heightened risk of potential
cyberattacks by state actors or others since Russia’s invasion of Ukraine and whether you have taken actions to mitigate such potential risks.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have
revised page 68 of the Registration Statement accordingly.

 Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 221

4.
 Staff comment: We refer to the additional paid-in capital adjustment within your
pro forma condensed combined balance sheet. Please revise your description of the adjustment to disclose the nature of this adjustment.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised page 223
of the Registration Statement accordingly. Additionally, the Registrants noted the adjustment tickmarks on the face of the pro forma condensed combined balance sheet were misaligned within the additional paid-in capital line item due to printer
error and they have revised this misalignment on page 219 of the Registration Statement accordingly.

 We hope that the foregoing has been
responsive to the Staff’s comments. If you have any questions related to this letter, please contact Christian O. Nagler (by telephone at (212) 446-4660 or by email at christian.nagler@kirkland.com).

[Signature Page Follows]

 Securities and Exchange Commission

June 10, 2022

  Page
 4

Sincerely,

AEA-BRIDGES IMPACT CORP.

 /s/ John Garcia

Name: John Garcia

Title: Chair and Co-Chief Executive Officer

LIVEWIRE GROUP, INC.

 /s/ John Garcia

Name: John Garcia

Title: President, Secretary, Treasurer and Director

 VIA EDGAR/

cc:

 Christian O. Nagler, Esq.

 Wayne Williams,
Esq.

 Kirkland & Ellis LLP

Ryan J. Maierson, Esq.

 Jason Morelli, Esq.

Latham & Watkins LLP

United States securities and exchange commission logo
June 3, 2022
John Garcia
Co-Chief Executive Officer
AEA-Bridges Impact Corp.
PO Box 1093, Boundary Hall
Cricket Square
Grand Cayman
Cayman Islands
KY1-1102
Re:AEA-Bridges Impact Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed May 20, 2022
File No. 333-262573
Dear Dr. Garcia:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-4 filed May 20, 2022
General
1.Please revise to discuss whether recent inflationary pressures have materially impacted
your operations. In this regard, identify the types of inflationary pressures you are facing
and how your business has been affected. Identify actions planned or taken, if any, to
mitigate inflationary pressures.

 FirstName LastNameJohn Garcia
 Comapany NameAEA-Bridges Impact Corp.
 June 3, 2022 Page 2
 FirstName LastName
John Garcia
AEA-Bridges Impact Corp.
June 3, 2022
Page 2
Risk Factors, page 48
2.We note your disclosure on page 56 about a disruption with any one manufacturer or
supplier in your supply chain would have an adverse effect.  Please disclose whether and
how your business segments, products, lines of service, projects, or operations are
materially impacted by supply chain disruptions, especially in light of Russia’s invasion of
Ukraine. For example, discuss whether you have or expect to:

• suspend the production, purchase, sale or maintenance of certain items;
• experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
• experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
• be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, or the ongoing invasion; or
• be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related
geopolitical tension.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
3.To the extent material, disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia's invasion of Ukraine and whether you have taken
actions to mitigate such potential risks.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 221
4.We refer to the additional paid-in capital adjustment e within your pro forma condensed
combined balance sheet.  Please revise your description of the adjustment to disclose the
nature of this adjustment.
            You may contact Heather Clark at (202) 551-3624 or Kevin Woody at (202) 551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones at (202) 551-3602 or Sergio Chinos at (202) 551-7844 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christian O. Nagler, Esq.

CORRESP
1
filename1.htm

CORRESP

 AEA-Bridges Impact Corp.

PO BOX 1093, Boundary Hall

Cricket Square, Grand Cayman,

Cayman Islands KY1-1102

VIA EDGAR

May 20, 2022

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Heather Clark

 Kevin Woody

Thomas Jones

 Sergio Chinos

Re:
 AEA-Bridges Impact Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed April 14, 2022

File No. 333-262573

Ladies and Gentlemen:

 We, AEA-Bridges Impact Corp. (“ABIC”) and LiveWire Group, Inc. (“HoldCo”) (ABIC and HoldCo, collectively, the “Registrants”), set forth below the Registrants’
response to the letter, dated May 5, 2022, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to
the above referenced Amendment No. 1 to Registration Statement on Form S-4 filed by the Registrants on April 14, 2022 (the “Registration Statement”).

In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Registrants’
responses immediately below the Staff’s comments.

 In addition, the Registrants have revised the Registration Statement in response
to the Staff’s comments and are submitting an amendment to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in
the text of the Registrants’ responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

Amendment No. 1 to Registration Statement on Form S-4 filed April 14,
2022

 Exhibits

 Austin
Bay Area  Beijing  Boston  Brussels  Chicago  Dallas  Hong Kong  Houston  London  Los Angeles  Munich  Paris  Salt Lake City  Shanghai
Washington, D.C.

 Securities and Exchange Commission

May 20, 2022

  Page
 2

1.
 Staff comment: Please revise Exhibit 5.1 to exclude the company from the first paragraph on page
4 of the opinion.

 Response: The Registrants respectfully acknowledge the Staff’s comment and advise
the Staff that they have revised page 4 of Exhibit 5.1 accordingly.

2.
 Staff comment: Please revise Exhibit 8.1 to exclude the company from paragraph a. on page 2 of
the opinion.

 Response: The Registrants respectfully acknowledge the Staff’s comment and advise the
Staff that they have revised page 2 of Exhibit 8.1 accordingly.

3.
 Staff comment: Please tell us why the assumption in paragraph c. on page 2 and the assumptions in
paragraphs i. and j. on page 3 of Exhibit 8.1 are necessary.

 Response: On further review, counsel believes
that the assumption in paragraph b. on page 2 of Exhibit 8.1 adequately addresses the concern in the assumption in paragraph c. on page 2 of Exhibit 8.1. The assumptions in paragraphs i. and j. on page 3 of Exhibit 8.1 are necessary for counsel to
render its more likely than not opinion regarding the qualification of the transaction as a “reorganization” that is tax-free for U.S. federal income tax purposes. Since the exact facts regarding the
assets in the Trust Account will not be known until after the closing, the parties can only represent their intentions regarding the assets that will remain in the trust after closing. As a result, counsel must make an assumption in order to render
its opinion in connection with the effectiveness of the Registration Statement.

4.
 Staff comment: Please revise exhibit 8.1 to consent to being named in the registration statement.
For example, we note the reference to Kirkland & Ellis LLP on pages 4 and 101.

 Response: The
Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised Exhibit 8.1 accordingly.

 We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Christian O. Nagler (by telephone at (212) 446-4660 or by email at
christian.nagler@kirkland.com).

 [Signature Page Follows]

 Securities and Exchange Commission

May 20, 2022

 Page 3

Sincerely,

AEA-BRIDGES IMPACT CORP.

 /s/ John Garcia

Name: John Garcia

Title: Chair and Co-Chief Executive Officer

LIVEWIRE GROUP, INC.

 /s/ John Garcia

Name: John Garcia

Title: President, Secretary, Treasurer and Director

 VIA EDGAR/

cc:

 Christian O. Nagler, Esq.

 Wayne Williams,
Esq.

 Kirkland & Ellis LLP

Ryan J. Maierson, Esq.

 Jason Morelli, Esq.

Latham & Watkins LLP

United States securities and exchange commission logo
May 5, 2022
John Garcia
Co-Chief Executive Officer
AEA-Bridges Impact Corp.
PO Box 1093, Boundary Hall
Cricket Square
Grand Cayman
Cayman Islands
KY1-1102
Re:AEA-Bridges Impact Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 14, 2022
File No. 333-262573
Dear Dr. Garcia:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-4 filed April 14, 2022
Exhibits
1.Please revise Exhibit 5.1 to exclude the company from the first paragraph on page 4 of the
opinion.
2.Please revise Exhibit 8.1 to exclude the company from paragraph a. on page 2 of the
opinion.
3.Please tell us why the assumption in paragraph c. on page 2 and the assumptions in
paragraphs i. and j. on page 3 of Exhibit 8.1 are necessary.

 FirstName LastNameJohn Garcia
 Comapany NameAEA-Bridges Impact Corp.
 May 5, 2022 Page 2
 FirstName LastName
John Garcia
AEA-Bridges Impact Corp.
May 5, 2022
Page 2
4.Please revise Exhibit 8.1 to consent to being named in the registration statement. For
example, we note the reference to Kirkland & Ellis LLP on pages 4 and 101.
            You may contact Heather Clark, Staff Accountant, at 202-551-3624 or Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sergio Chinos, Senior Attorney, at 202-551-7844 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christian O. Nagler, Esq.

CORRESP
1
filename1.htm

CORRESP

 AEA-Bridges Impact Corp.

PO BOX 1093, Boundary Hall

Cricket Square, Grand Cayman,

Cayman Islands KY1-1102

 VIA EDGAR

April 14, 2022

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Heather Clark

 Kevin Woody

Thomas Jones

 Sergio Chinos

Re:
 AEA-Bridges Impact Corp.

Registration Statement on Form S-4

Filed February 7, 2022

File No. 333-262573

Ladies and Gentlemen:

 On
behalf of our clients, AEA-Bridges Impact Corp. (“ABIC”) and LiveWire Group, Inc. (“HoldCo”) (ABIC and HoldCo, collectively, the “Registrants”), we set forth
below the Registrants’ response to the letter, dated March 4, 2022, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the above referenced Registration Statement on Form S-4 filed by the Registrants on February 7, 2022 (the “Registration Statement”).

In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Registrants’
responses immediately below the Staff’s comments.

 In addition, the Registrants have revised the Registration Statement in response
to the Staff’s comments and are submitting an amendment to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in
the text of the Registrants’ responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

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

Cover Page

 Austin Bay Area Beijing Boston Brussels
Chicago Dallas Hong Kong Houston London Los Angeles Munich Paris Salt Lake City Shanghai Washington, D.C.

 Securities and Exchange Commission

April 14, 2022

  Page
 2

1.
 Staff comment: Please disclose the trading symbol and share price of ABIC’s securities on
the NYSE as of the last practicable date.

 Response: The Registrants acknowledge the Staff’s comment
and advise the Staff that they have revised their disclosure on the cover page accordingly.

2.
 Staff comment: Please indicate that the combined company will be a controlled company and
identify the controlling shareholders and the shareholders’ total voting power.

 Response: The
Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their disclosure on the cover page accordingly.

Questions and Answers about the Proposals for Shareholders, page 1

3.
 Staff comment: Please add a question and answer that addresses the positive and negative factors
that the board considered when determining to enter into the business combination agreement and its rationale for approving the transaction.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have added the
requested question and answer on pages 5-9.

 What are the U.S. federal income tax consequences as a result of
the Business Combination?, page 4

4.
 Staff comment: We note the tax opinion is “more likely than not.” Please explain in the
opinion why counsel cannot give a “will” opinion and describe the degree of uncertainty in the opinion. Also, provide a risk factor and/or other appropriate disclosure setting forth the risks of uncertain tax treatment to investors.

 Response: The Registrants acknowledge the Staff’s comment, but respectfully refer the Staff to the
disclosure under the heading “—Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the Merger” (among other places) that clearly provides that it is the opinion
of Kirkland & Ellis LLP that the exchange of shares of Domesticated ABIC Common Stock for shares of HoldCo Common Stock pursuant to the Merger will constitute a tax-deferred transaction pursuant to
Section 351 of the Code and the risk factor under “—Risk Factors — Risks Related to the Common Stock — There may be tax consequences of the Business Combination that adversely affect ABIC warrant holders,” which
describes the risks to holders of Domesticated ABIC Warrants if the Merger does not qualify as a reorganization. While the Registrants acknowledge that the Registration Statement states that Kirkland & Ellis LLP will only provide an opinion
at a “more likely than not” level of comfort with

 Securities and Exchange Commission

April 14, 2022

  Page
 3

respect to the Merger’s qualification as a “reorganization” under Section 368(a) of the Code, (i) as described in greater detail in the Registration Statement, whether
the Merger qualifies as a “reorganization” does not affect the availability of tax-deferral for holders of Domesticated ABIC Common Stock, though it does affect the taxation of holders of
Domesticated ABIC Warrants, and (ii) the Registration Statement currently includes an entire paragraph under the heading “—Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Tax
Consequences of the Merger” describing the factual and legal uncertainty regarding the qualification of the Merger as a “reorganization” as well as consequences to holders of Domesticated ABIC Warrants if the Merger fails to so
qualify and a related risk factor. However, in response to the Staff’s comments, the Registrants have modified this existing risk factor and the disclosure under the heading “—Material Tax Considerations — U.S. Federal Income
Tax Considerations to U.S. Holders — Tax Consequences of the Merger” to clarify the risk to holders of Domesticated ABIC Warrants if the Merger fails to qualify as a “reorganization.”

What interests do the current ABIC Shareholders and ABIC’s other current officers and directors have in the Business Combination?, page 9

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

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure on page 15 accordingly.

 Summary, page 22

6.
 Staff comment: Please quantify LiveWire’s net losses.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure on page 25 accordingly.

 Shareholder Proposal 3: The Charter Proposal, page 24

7.
 Staff comment: If shareholders are being asked to vote on an increase in the authorized number of
shares, then unbundle the proposal so that shareholders may vote separately whether to increase the authorized number of shares. In this regard, we note the disclosure on page 295.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure in Shareholder Proposal 3: The Charter Proposal accordingly and have included an additional proposal, Shareholder Proposal 4: Governing Documents Proposals, throughout.

 Securities and Exchange Commission

April 14, 2022

  Page
 4

8.
 Staff comment: Please unbundle the proposal so that shareholders may separately vote to prohibit
the ability of stockholders to act by written consent in lieu of a meeting. In this regard, we note the disclosure on page 296.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have included an
additional proposal, Shareholder Proposal 4: Governing Documents Proposals, throughout.

9.
 Staff comment: Please identify the amendments proposed to be made to your charter, the reasons
for and the general effect of such amendment. For example, we note the disclosure on page 196 about a new exclusive forum provision that is not mentioned on pages 24-25.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have included an
additional proposal, Shareholder Proposal 4: Governing Documents Proposals, throughout.

 The Proposed HoldCo Certificate of Incorporation will
designate the Court of Chancery of the State of Delaware…, page 113

10.
 Staff comment: Please revise to clearly disclose whether the company intends for the exclusive
forum provision to apply to actions arising under the Exchange Act.

 Response: The Registrants respectfully
acknowledge the Staff’s comment and advise the Staff that they have revised their disclosure on pages 117 and 303.

 Background of the Business
Combination, page 120

11.
 Staff comment: We note your disclosure on page 121 that the business combination transactions
with other targets were not pursued. Please expand your disclosure to discuss in greater detail these other potential targets, including their size and material attributes, and the reasons they were not pursued.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure on page 125 accordingly.

 Securities and Exchange Commission

April 14, 2022

  Page
 5

12.
 Staff comment: Please describe in greater detail the “certain structuring challenges”
mentioned in the fifth paragraph on page 125.

 Response: The Registrants respectfully acknowledge the
Staff’s comment and advise the Staff that they have revised their disclosure on page 129 accordingly.

13.
 Staff comment: Please discuss in greater detail the “changes in valuation metrics in the
market place” mentioned on page 125.

 Response: The Registrants respectfully acknowledge the
Staff’s comment and advise the Staff that they have revised their disclosure on page 129 accordingly.

 Certain Unaudited LiveWire Prospective
Financial Information, page 137

14.
 Staff comment: Please tell us why management believes there is a reasonable basis to present a
financial forecast beyond one year considering LiveWire’s limited operating history. In addition, please revise your disclosures to detail management’s basis and the underlying assumptions used to support your projections, including
revenue growth rates. Refer to Regulation S-K, Item 10(b).

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure on page 143 accordingly.

 In addition, the Registrants respectfully advise the Staff that, as described in the Registration
Statement, LiveWire prepared five years of prospective financial information for purposes of estimating the LiveWire units, revenue, gross margin, EBITDA, EBIT, Net Cash (Used by) From Operating Activities, Net Cash (Used by) From Investing
Activities, Net Cash From Financing Activities and Free Cash Flow during each of the years from 2021 through 2026. LiveWire then provided such prospective financial information to the ABIC Board, ABIC’s financial advisors and potential PIPE
Investors in connection with their evaluation of the Business Combination. LiveWire believes that its provision of this prospective financial information was necessary in order to allow these constituencies to complete an analysis with respect to
the Business Combination. The prospective financial information provided important data for each party to consider when determining whether or not the Business Combination is in the best interests of their respective stakeholders.

 Securities and Exchange Commission

April 14, 2022

  Page
 6

 LiveWire’s management team believes it had a reasonable basis to prepare and provide
this information as a result of its extensive experience in the motorcycle market. This experience enables LiveWire’s management team to make estimates relative to potential competitors and provides a basis for the inputs required in
prospective financial information, including new model releases and overall model development process, distribution process and operating expenses, among others. LiveWire’s management team incorporated those assumptions into the prospective
financial information that was provided to the parties listed above and disclosed in the Registration Statement.

15.
 Staff comment: We note your disclosure on page 140 that the forecasts are based on “numerous
variables and assumptions.” Please revise to describe such variables and assumptions with greater specificity and quantify where practicable. Please disclose any other information to facilitate investor understanding of the basis for and
limitations of these forecasts.

 Response: The Registrants respectfully acknowledge the Staff’s
comment and advise the Staff that they have revised their disclosure on page 143 accordingly.

 Non-GAAP
Financial Measures, page 140

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

 Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they
have revised their disclosure on pages 144 – 146 accordingly.

 Intellectual Property, page 220

17.
 Staff comment: Please disclose when your material patents expire.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure on page 235 accordingly.

 Partnering with Industry-Leading OEMS and/or Tier-One Vehicle Suppliers,
page 234

18.
 Staff comment: Please disclose the material terms of the collaboration agreement, such as each
parties’ rights and obligations, duration of the agreement and termination provisions.

 Securities and Exchange Commission

April 14, 2022

  Page
 7

 Response: The Registrants respectfully acknowledge the Staff’s comment and
advise the Staff that they have revised their disclosure on pages 265-266 accordingly.

 HoldCo Relationships
and Related Party Transactions, page 250

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

 Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they
have revised their disclosure on pages 262—270 accordingly.

 Comparison of Shareholder Rights Under the Applicable Organizational Documents, page
295

20.
 Staff comment: Please expand the disclosure on page 296 about the Classified Board to include
disclosure about Article 27. In this regard, we note the disclosure on page 296 about the Classified Board only includes a reference to “See Article 27 of our Existing Organizational Documents.”

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure on page 312 accordingly.

 Financial Statements, page F-1

21.
 Staff comment: Please update your financial statements and related financial information
throughout in accordance with Rule 8-08 of Regulation S-X.

Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that they have revised their
disclosure throughout accordingly.

 LiveWire EV December 31, 2020 Combined Financial Statements

Notes to Combined Financial Statements

 3) Revenue,
page F-56

22.
 Staff comment: We note that during 2020, you recorded a sales concession to your deal

United States securities and exchange commission logo
March 4, 2022
John Garcia
Co-Chief Executive Officer
AEA-Bridges Impact Corp.
P.O Box 1093, Boundary Hall
Cricket Square
Grand Cayman
Cayman Islands
KY1-1102
Re:AEA-Bridges Impact Corp.
Registration Statement on Form S-4
Filed February 7, 2022
File No. 333-262573
Dear Dr. Garcia:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed February 7, 2022
Cover Page
1.Please disclose the trading symbol and share price of ABIC's securities on the NYSE as of
the latest practicable date.
2.Please indicate that the combined company will be a controlled company and identify the
controlling shareholders and the shareholders' total voting power.

 FirstName LastNameJohn Garcia
 Comapany NameAEA-Bridges Impact Corp.
 March 4, 2022 Page 2
 FirstName LastName
John Garcia
AEA-Bridges Impact Corp.
March 4, 2022
Page 2
Questions and Answers about the Proposals for Shareholders, page 1
3.Please add a question and answer that addresses the positive and negative factors that the
board considered when determining to enter into the business combination agreement and
its rationale for approving the transaction.
What are the U.S. federal income tax consequences as a result of the Business Combination?,
page 4
4.We note that the tax opinion will indicate the opinion is "more likely than not." Please
explain in the opinion why counsel cannot give a "will" opinion and describe the degree of
uncertainty in the opinion.  Also, provide risk factor and/or other appropriate disclosure
setting forth the risks of uncertain tax treatment to investors.
What interests do the current ABIC Shareholders and ABIC 's other current officers and directors
have in the Business Combination?, page 9
5.Please expand the second to last bullet point to include the consideration that Dr. Garcia
provided in exchange for the Class A Ordinary Shares, as well as the total value as of the
latest practicable date.
Summary, page 22
6.Please quantify LiveWire's net losses.
Shareholder Proposal 3: The Charter Proposal, page 24
7.If shareholders are being asked to vote on an increase in the authorized number of shares,
then unbundle the proposal so that shareholders may vote separately whether to increase
the authorized number of shares. In this regard, we note the disclosure on page 295.
8.Please unbundle the proposal so that shareholders may vote separately to prohibit the
ability of stockholders to act by written consent in lieu of a meeting.  In this regard, we
note the disclosure on page 296.
9.Please identify the amendments proposed to be made to your charter, the reasons for and
the general effect of such amendment.  For example, we note the disclosure on page 296
about a new exclusive forum provision that is not mentioned on pages 24-25.

 FirstName LastNameJohn Garcia
 Comapany NameAEA-Bridges Impact Corp.
 March 4, 2022 Page 3
 FirstName LastName
John Garcia
AEA-Bridges Impact Corp.
March 4, 2022
Page 3
The Proposed HoldCo Certificate of Incorporation will designate the Court of Chancery of the
State of Delaware..., page 113
10.Please revise to clearly disclose whether the company intends for
the exclusive forum provision to apply to actions arising under the Exchange Act.
Background of the Business Combination, page 120
11.We note your disclosure on page 121 that business combination transactions with other
potential targets were not pursued. Please expand your disclosure to discuss in greater
details these other potential targets, including their size and material attributes, and the
reasons they were not pursued.
12.Please describe in greater detail the "certain structuring challenges" mentioned in the fifth
paragraph on page 125.
13.Please discuss in greater detail the "changes in valuation metrics in the market place"
mentioned on page 125.
Certain Unaudited LiveWire Prospective Financial Information, page 137
14.Please tell us why management believes there is a reasonable basis to present a financial
forecast beyond one year considering LiveWire's limited operating history. In addition,
please revise your disclosures to detail management's basis and the underlying
assumptions used to support your projections, including revenue growth rates.  Refer to
Regulation S-K, Item 10(b).
15.We note your disclosure on page 140 that the forecasts are based on "numerous variable
and assumptions." Please revise to describe such variables and assumptions with greater
specificity and quantify where practicable.  Please disclose any other information to
facilitate investor understanding of the basis for and limitations of these forecasts.
Non-GAAP Financial Measures, page 140
16.Since adjusted free cash flow is a non-GAAP liquidity measure, please revise your
disclosures to reconcile this measure to cash flows from operating activities and
prominently present amounts for the three major categories of the statement of cash
flows.  Refer to Item 10(e)(1)(i) of Regulation S-K and Questions 102.06 and 102.07 of
the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Intellectual Property, page 220
17.Please disclose when your material patents expire.
Partnering with Industry-Leading OEMS and/or Tier-One Vehicle Suppliers, page 234
18.Please disclose the material terms of the collaboration agreement, such as each parties'
rights and obligations, duration of the agreement and termination provisions.

 FirstName LastNameJohn Garcia
 Comapany NameAEA-Bridges Impact Corp.
 March 4, 2022 Page 4
 FirstName LastNameJohn Garcia
AEA-Bridges Impact Corp.
March 4, 2022
Page 4
HoldCo Relationships and Related Party Transactions, page 250
19.For each agreement discussed in this section, please expand your disclosure to include
the material terms including the following: each parties' rights and obligations;
financial terms, duration of the agreement and royalty term; and termination provisions.
For example, we note the reference to a markup of 6% on page L-3 of Annex L, the
reference to a warranty period on page L-9 of Annex L and the reference to a markup of
8% on page N-5 of Annex N.
Comparison of Shareholder Rights Under the Applicable Organizational Documents, page 295
20.Please expand the disclosure on page 296 about the Classified Board to include disclosure
about Article 27.  In this regard, we note the disclosure on page 296 about the Classified
Board only includes a reference to "See Article 27 of our Existing Organizational
Documents."
Financial Statements, page F-1
21.Please update your financial statements and related financial information throughout in
accordance with Rule 8-08 of Regulation S-X.
LiveWire EV December 31, 2020 Combined Financial Statements
Notes to Combined Financial Statements
3) Revenue, page F-56
22.We note that during 2020, you recorded a sales concession to your dealers as a reduction
in revenue.  We further note that such reduction in revenue amounted to $15,271
thousand, or one third of your 2020 sales before this reduction.  In this regard, please
disclose further details on the nature of this concession including the business purpose,
how the amount was determined, and why this only occurred in one year presented.
Exhibits
23.Please revise to indicate which exhibits listed on pages II-1 and II-2 have information that
has been redacted.  For example, we note that portions of Annex J have been redacted
because such information is (i) not material and(ii) would likely cause competitive harm if
publicly disclosed.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJohn Garcia
 Comapany NameAEA-Bridges Impact Corp.
 March 4, 2022 Page 5
 FirstName LastName
John Garcia
AEA-Bridges Impact Corp.
March 4, 2022
Page 5
            You may contact Heather Clark, Staff Accountant, at 202-551-3624 or Kevin Woody,
Accounting Branch Chief, at 202-551-3629 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sergio Chinos, Senior Attorney, at 202-551-7844 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing