UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~September 2316, ~~2021~~2022

(Date of earliest event reported)

ATLANTIC AVENUE ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Delaware	001-39582	85-2200249
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

2200 Atlantic Street

2200 Atlantic Street, Suite 501
Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

~~Stamford~~Registrant’s telephone number, ~~Connecticut~~including area code: (203) 989-9709

(Address of principal executive offices, including zip code)

(203) 989-9709

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 share of Class A Common Stock and one-half of one Warrant	ASAQ.U	The New York Stock Exchange

Class A Common Stock, par value $0.0001 per share	ASAQ	The New York Stock Exchange

Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	ASAQ WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(§230.405~~ ~~of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

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. ☐

Item 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review~~Events.

~~(a) On~~Monthly ~~December~~Sponsor 23, 2021, the management of Atlantic Avenue Acquisition Corp (the “Company”), and the audit committee of the Company’s board of directors (the “Audit Committee”), after discussions with WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance sheet as of October 6, 2020 included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 13, 2020 (the “Post IPO Balance Sheet”), (ii) audited financial statements as of and for the period from July 27, 2020 (inception) through December 31, 2020 included in Amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the SEC June 15, 2021 (“Amendment No. 1 to Form 10-K”), (iii) unaudited interim financial statements as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 28, 2021, (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2021 and (v) unaudited interim financial statements as of and for the three and nine months ended September 30, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021 (collectively, the “Affected Periods”), in each case, should no longer be relied upon due to a reclassification of the Company’s temporary and permanent equity and resulting restatement of the initial carrying value of the Company’s Class A common stock subject to possible redemption (and related changes). The reclassification has resulted from a determination by the Company’s management that the Class A common stock issued in connection with its initial public offering (“Initial Public Offering”) can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the Company’s control. Therefore, the Class A common stock subject to possible redemption should be valued at $10.00 per share and should not take into account the fact that a redemption of Class A ordinary shares cannot result in net tangible assets being less than $5,000,001.Contributions

AsOn ~~such~~September 16, 2022, Atlantic Avenue Acquisition Corp (the “Company”) ~~will~~issued ~~restate~~a ~~its~~press ~~financial~~release ~~statements~~announcing ~~for~~that the ~~Affected~~Company ~~Periods~~and Atlantic Avenue Partners LLC (ithe “Sponsor”) ~~for~~have agreed that, if the ~~Post~~extension ~~IPO~~proposals ~~Balance~~to ~~Sheet~~amend ~~and~~(i) the ~~audited~~Company’s ~~financial~~Amended ~~statements~~and ~~included~~Restated ~~in Amendment~~Certificate ~~No.~~of 1Incorporation to ~~Form~~allow ~~10-K~~the inCompany, anwithout ~~amendment~~another ~~No.~~stockholder 2vote, to ~~Form~~elect ~~10-K/A~~to ~~(“Amendment~~extend ~~No.~~the 2date toby ~~Form~~which ~~10-K/A~~the Company must consummate a business combination (the “Extension”) ~~and~~from October 6, 2022 (iithe date that is 24 months from the closing date of the Company’s initial public offering of units (the “IPO”)), on a monthly basis for up to six times to April 6, 2023 (the date ~~unaudited~~that ~~interim~~is ~~financial~~30 ~~statements~~months ~~for~~from the ~~periods~~closing ~~ended~~date ~~March~~of 31the IPO), ~~2021~~and (ii) the Company’s Investment Management Trust Agreement, ~~June~~dated 30October 1, ~~2021~~2020, by and ~~September~~between ~~30,~~the ~~2021~~Company inand anContinental ~~Amendment~~Stock Transfer & Trust Company (the “Trustee”), to allow the ~~No.~~Company, 1without another stockholder vote, to elect to extend the date on which the Trustee must liquidate the trust account established by the Company’s ~~Quarterly~~in ~~Report~~connection onwith ~~Form~~its ~~10-Q~~IPO ~~for~~if the ~~quarterly~~Company ~~period~~has ~~ended~~not ~~September~~completed 30its initial business combination, ~~2021~~on a monthly basis for up to besix ~~filed~~times ~~with~~from October 6, 2022 (the ~~Securities~~date ~~and~~that ~~Exchange~~is ~~Commission~~24 ~~(“Amendment~~months ~~No.~~from 1the toclosing Q3date ~~Form~~of ~~10-Q”~~the IPO). ~~The~~to ~~Company~~April ~~does~~6, ~~not~~2023 ~~expect~~(the ~~any~~date that is 30 months from the closing date of the ~~above~~IPO), ~~changes will~~are ~~have~~both ~~any~~approved, ~~impact~~the onSponsor ~~its~~will ~~cash~~deposit ~~position~~(or ~~and~~cause to ~~cash~~be ~~held~~deposited) ininto the trust account, ~~established~~for each one-month extension, the lesser of: (x) $150,000 or (y) $0.05 per share multiplied by the number of public shares that are not redeemed in connection with the ~~Initial~~upcoming ~~Public~~special ~~Offering~~meeting on September 29, 2022 (each, a “Monthly Contribution”).

~~The~~Each ~~Company’s~~Monthly ~~management~~Contribution ~~has~~will ~~concluded~~be ~~that~~deposited in ~~light~~the oftrust ~~the~~account ~~misclassification~~no ~~described~~later ~~above~~than aone ~~material~~business ~~weakness~~day ~~exists~~prior into the ~~Company’s~~beginning ~~internal~~of ~~control~~the ~~over~~applicable ~~financial~~extension period. The Monthly ~~reporting~~Contribution(s) will bear no interest and ~~that~~will be repayable by the Company’ to the Sponsor (or its designee(s)) ~~disclosure~~upon ~~controls~~consummation ~~and~~of ~~procedures~~an ~~were~~initial ~~not~~business ~~effective~~combination. The ~~Company’s~~loans ~~remediation~~will ~~plan~~be ~~with~~forgiven ~~respect~~if the Company is unable to ~~such~~consummate ~~material~~an ~~weakness~~initial ~~will~~business combination, beexcept ~~described~~to inthe ~~more~~extent ~~detail~~of inany ~~Amendment~~funds Noheld outside of the trust account. 2In tothe ~~Form~~event ~~10-K/A~~the extension is approved by Stockholders and ~~Amendment~~the ~~No.~~Sponsor 1elects to Q3not fund a Monthly ~~Form~~ Contribution, ~~10-Q~~which toit bemay ~~filed~~do ~~with~~in its sole discretion, the ~~SEC~~Company will dissolve and liquidate in accordance with its charter.

~~The~~A ~~Audit~~copy ~~Committee~~of ~~and~~the ~~management~~press ~~have~~release ~~discussed~~is ~~the~~attached ~~matters~~as ~~disclosed~~Exhibit ~~pursuant~~99.1 to this ~~Item~~Current ~~4.02(a)~~Report ~~with~~on ~~Withum,~~Form ~~the Company’s independent accountant~~8-K.

~~Cautionary~~Risk ~~Statements Regarding Forward-Looking Statements~~Factor

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the restatement and the filing of Amendment No. 2 to Form 10-K/A ~~and~~new ~~Amendment No.~~ 1% ~~to Q3 Form 10-Q~~U. ~~These~~S. ~~statements~~federal ~~are~~excise ~~based~~tax oncould ~~current~~be ~~expectations~~imposed on ~~the~~us ~~date~~in ofconnection ~~this~~with ~~Form~~future ~~8-K~~redemptions ~~and~~by ~~involve~~us ~~a number~~ of ~~risks~~our ~~and uncertainties that may cause actual results to differ significantly~~shares. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. It is unclear at this time how and to what extent it will apply to SPAC redemptions and liquidations.

However, any redemption that occurs in connection with the Extension would occur before December 31, 2022, and therefore we would not be subject to the excise tax as a result of any redemptions in connection with the Extension.

Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Sponsor’s commitment to funding the Monthly Contributions. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued September 16, 2022.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

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

	Atlantic Avenue Acquisition Corp
Dated: September 16, 2022
December 23, 2021	By:	/s/ Barry Best
	ATLANTIC AVENUE ACQUISITION CORP
	By:	/s/ Barry Best
	Name:	Barry Best
	Title:	Chief Financial Officer

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