UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~ 7September 8, 2022

AUTHENTIC EQUITY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39903

98-1562072

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

32 Elm Place, 2nd Floor

Rye, NY

10580

(Address of principal executive offices)

(Zip Code)

(646) 374-0919

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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-commencements 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 Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	AEACU	The NASDAQ Stock Market LLC
Class A ordinary shares included as part of the units	AEAC	The NASDAQ Stock Market LLC
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 per share	AEACW	The NASDAQ Stock Market LLC

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). ☒

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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnThe ~~January~~description ~~7, 2022, the Board~~ of ~~Directors (~~the ~~“Board”)~~Note ofunder ~~Authentic~~Item ~~Equity Acquisition Corp~~2.03 ~~(the “Company”) elected Robert Ernst, age 56, to serve as a Class I director~~ of ~~the~~this ~~Company~~Current ~~for~~Report aon ~~term~~Form ~~ending~~8-K atis ~~the~~incorporated ~~date~~into ofthis ~~the~~Item ~~Company’s first annual meeting~~1.01 ~~The~~by ~~Board has determined that Mr~~reference. ~~Ernst qualifies as an independent director under applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules. Mr. Ernst will serve on the Compensation Committee of the Board.~~

MrItem 2. ~~Ernst is an experienced deal advisory professional with over 30 years of public accounting experience~~03. ~~He has focused in the area of~~ ~~mergers~~Creation and acquisitions, including business and financial due diligence, synergy analysis, integration planning, market assessment and transaction structuring. He has advised on buy-side and sell-side due diligence transactions for numerous financial and strategic buyers in domestic and international transactions, ranging in enterprise value from $5 million to in excess of $25 billion. Mr. Ernst was the Transaction Services Service Line leader for KPMG’s U.S. Deal Advisory practice for approximately eleven years before his retirement in September 2020. Prior to joining KPMG, Mr. Ernst was a ~~Transaction~~Direct ~~Services~~Financial ~~Partner~~Obligation ~~focusing~~or onan ~~private~~Obligation ~~equity~~under and consumer markets transactions at Andersen and, prior to that, at PricewaterhouseCoopers. His industry experience includes consumer products, manufacturing, retail and distribution, restaurant and technology. Mr. Ernst holds a BS in Accounting and Finance from Boston College and an ~~MBA~~Off-Balance ~~from Columbia~~Sheet ~~University~~Arrangement ~~School~~ of ~~Business. The Company believes Mr. Ernst’s extensive industry knowledge and leadership experience as~~ a ~~deal advisory professional qualify him to serve on the Board~~Registrant.

InOn ~~connection~~September ~~with~~8, ~~Mr. Ernst’s appointment as a director~~2022, onAuthentic ~~January~~Equity 7,Acquisition ~~2022,~~Corp. (the “Company”) ~~entered~~issued ~~into~~an aunsecured ~~letter~~promissory ~~agreement~~note ~~with Mr. Ernst~~ (the “~~Letter Agreement~~Note”), in ~~pursuant~~the principal amount of up to ~~which~~$250,000.00 ~~among~~to ~~other~~Authentic ~~things~~Equity Sponsor, ~~Mr.~~LLC, ~~Ernst~~a ~~has~~Delaware ~~agreed~~limited liability company (ithe “Sponsor”), which tomay ~~vote~~be ~~any~~drawn ~~Class~~down Aby ~~ordinary shares~~the ~~held~~Company byfrom ~~him~~time into ~~favor~~time prior to the consummation of the Company’s initial business combination; (iithe “Business Combination”) toupon ~~facilitate~~the Company’s written notice to the ~~liquidation~~Sponsor and ~~winding~~subject upto the sole discretion of the ~~Company~~Sponsor. ifInterest anwill ~~initial~~accrue ~~business~~on ~~combination~~the isunpaid ~~not~~and ~~consummated~~outstanding ~~within~~principal 24balance ~~months;~~of ~~and~~the ~~(iii)~~Note toat ~~certain~~the ~~transfer~~lowest ~~restrictions~~short-term ~~with~~Applicable ~~respect~~Federal toRate (within the ~~Company’s~~meaning ~~securities~~of Internal Revenue Code Section 1274) beginning on the date of issuance. The ~~Letter~~Note ~~Agreement~~ is repayable in ~~substantially~~full upon the ~~same~~date ~~form~~of asthe Business Combination (the ~~letter~~“Maturity ~~agreement~~Date”). ~~entered~~At the Sponsor’s option, at any time prior to the Maturity Date, any amounts outstanding under the Note may be converted into bywarrants (the “Working Capital Warrants”) to purchase ~~Company~~one ~~with~~Class ~~other~~A ~~insiders.~~ordinary ~~The~~share, ~~foregoing~~par ~~description~~value $0.0001 per share, of the ~~Letter~~Company ~~Agreement~~equal isto ~~qualified~~the inprincipal ~~its~~amount ~~entirety~~of the Note so converted divided by ~~reference~~$1.00 toper Working Capital Warrant. The Working Capital Warrants will have the ~~full~~same terms as the existing private placement warrants ~~text~~issued ofto the ~~Letter~~Sponsor ~~Agreement~~in connection with the Company’s initial public offering, aexcept ~~copy~~that ofthe ~~which~~Working isCapital ~~filed~~Warrants ~~herewith~~will asnot be ~~Exhibit~~subject ~~10.1~~to ~~and~~forfeiture ~~incorporated~~in ~~herein~~connection bywith ~~reference~~the Business Combination.

~~The~~If the Company ~~also~~does ~~entered~~not ~~into~~complete ana ~~indemnification~~business ~~agreement~~combination, ~~with~~the ~~Mr.~~Note ~~Ernst~~will innot ~~connection~~be ~~with~~repaid, ~~his~~and ~~appointment~~all toamounts ~~the~~owed ~~Board.~~under ~~The~~it ~~indemnification agreement~~will isbe inforgiven ~~substantially~~except to the ~~same~~extent ~~form~~that as the Company’s ~~standard~~has ~~form~~funds available to it outside of ~~indemnification~~its ~~agreement~~trust account established in connection with its initial public offering. The Note is subject to customary events of default, athe ~~copy~~occurrence of which ~~was~~automatically ~~filed as~~triggers ~~Exhibit~~the ~~10.4~~unpaid toprincipal balance of the ~~Company’s~~Note ~~Form~~and ~~S-1~~all ~~filed~~other sums payable with regard to the ~~SEC~~Note onbecoming ~~December~~immediately ~~22,~~due ~~2020~~and payable.

~~There~~The ~~are~~Note nowas ~~family~~issued ~~relationships~~pursuant ~~between~~to ~~Mr. Ernst and any director or executive officer of~~ the ~~Company,~~exemption ~~and~~from ~~the~~registration ~~Company~~contained ~~has~~in ~~not entered into any transactions with Mr. Ernst that would require disclosure under Item~~Section ~~404~~4(a) (2) of ~~Regulation~~ ~~S-K.~~the ~~There~~Securities isAct noof ~~arrangement or~~1933, ~~understanding between Mr. Ernst and any other person pursuant to which Mr. Ernst was appointed~~ as ~~a director of the Company~~amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		~~Letter~~Promissory ~~Agreement,~~Note ~~dated~~in ~~January~~favor 7,of ~~2022, by and between~~ Authentic Equity ~~Acquisition~~Sponsor, ~~Corp.~~LLC, ~~and~~dated ~~Robert~~September ~~Ernst~~8, 2022.
104		Cover Page Interactive Data File (formatted as inline XBRL).

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.

	Authentic Equity Acquisition Corp.
Date: January 7, 2022	By:	/s/ Todd Khoury
Date: September 9, 2022	By:	/s/ Todd Khoury
	Name:	Todd Khoury
	Title:	Chief Financial Officer

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