UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 2022

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

For the transition period from to

Commission File Number: 001-39903

AUTHENTIC EQUITY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1562072
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

32 Elm Place, 2nd Floor ~~Rye, NY 10580~~

Rye, NY 10580

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 374-0919

Not Applicable

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

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

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares included as part of the units	AEAC	The Nasdaq Stock Market LLC
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AEACW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	AEACU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~August~~November 109, 2022, there were 23,000,000 Class A ordinary shares, par value $0.0001, and 7,000,000 Class B ordinary shares, par value $0.0001, issued and outstanding.

AUTHENTIC EQUITY ACQUISITION CORP.

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021	2
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022 and 2021	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021	3
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021	4
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION		28
Item 1.	Legal Proceedings	-
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds ~~from~~	29
Item 3.	Defaults Upon Senior Securities	-
Item 4.	Mine Safety Disclosures	-
Item 5.	Other Information	-
Item 6.	Exhibits	3029
PART III. SIGNATURES		3130

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

AUTHENTIC EQUITY ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	September 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash	$	508,~~175~~023		$	442,162
Prepaid expenses		~~156~~82,~~805~~718			233,630
Total current assets		~~206~~90,~~980~~741			675,792
Investments held in Trust Account		~~230~~231,~~334~~349,~~409~~910			230,021,742
Total Assets	$	~~230~~231,~~541~~440,~~389~~651		$	230,697,534
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	~~113~~114,~~648~~786		$	170,379
Accounts payable - related party		10,000			10,000
Accrued expenses		~~750~~795,~~944~~126			696,356
Total current liabilities		874,592			876,735
Working capital loan - related party		25,035			-
Total current liabilities		944,947			876,735
Deferred underwriting commissions		8,050,000			8,050,000
Derivative liabilities		1742,~~891,600~~000			9,810,600
Total Liabilities		109,~~816~~736,~~192~~947			18,737,335
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at $10.01 and $10.00 per share redemption value as of June 30, 2022 and December 31, 2021, respectively		230,234,409			230,000,000
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at approximately $10.05 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively		231,249,910			230,000,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2022 and December 31, 2021		-			-
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021		-			-
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021		-			-
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2022 and December 31, 2021		-			-
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021 (1)		700			700
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 (1)		700			700
Accumulated deficit		(109,~~509~~546,~~912~~906	)		(18,040,501	)
Total shareholders’ deficit		(109,~~509~~546,~~212~~206	)		(18,039,801	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	~~230~~231,~~541~~440,~~389~~651		$	230,697,534

(1)

Class B ordinary shares amount includes up to 1,250,000 Class B ordinary shares subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement.

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

AUTHENTIC EQUITY ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Operating expenses
General and administrative expenses	$	~~133~~156,~~950~~594		$	~~215~~325,~~787~~913		$	~~406~~563,~~669~~263		$	~~802~~1,~~642~~128,555
Administrative fee - related party		30,000			30,000			6090,000			5383,871
Loss from operations		(~~163~~186,~~950~~594	)		(~~245~~355,~~787~~913	)		(~~466~~653,~~669~~263	)		(~~856~~1,~~513~~212,426	)
Other income (expenses)
Change in fair value of derivative assets and liabilities		31,~~459~~149,~~800~~600			(43,~~057~~277,~~700~~100	)		79,~~919~~068,~~000~~600			48,~~822~~099,~~100~~200
Offering costs allocated to issuance of Public Warrants and Private Placement Warrants		-			-			-			(701,682	)
Loss on excess of fair value over cash received for Private Placement Warrants		-			-			-			(1,352,500	)
Net gain from investments held in Trust Account		~~292~~1,~~161~~015,501			5,~~734~~798			~~312~~1,~~667~~328,168			1015,~~146~~944
Net income (loss)	$	3,588,011		$	(4,297,753	)	$	7,764,998		$	1,921,551
Net income	$	1,978,507		$	2,926,985		$	9,743,505		$	4,848,536
Weighted average shares outstanding of Class A ordinary shares, basic and diluted		23,000,000			23,000,000			23,000,000			2021,~~585~~399,~~635~~267
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.12		$	(0.15	)	$	0.27		$	0.07
Basic and diluted net income per share, Class A ordinary shares	$	0.07		$	0.10		$	0.34		$	0.18
Weighted average shares outstanding of Class B ordinary shares, basic (1)		5,750,000			5,750,000			5,750,000			5,~~671~~697,~~271~~802
Weighted average shares outstanding of Class B ordinary shares, diluted (1)		5,750,000			5,750,000			5,750,000			5,750,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.12		$	(0.15	)	$	0.27		$	0.07
Basic and diluted net income per share, Class B ordinary shares	$	0.07		$	0.10		$	0.34		$	0.18

(1)

These numbers exclude up to 1,250,000 Class B ordinary shares subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement.

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

AUTHENTIC EQUITY ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three and ~~Six~~Nine Months Ended ~~June~~ September 30, 2022

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares (1)		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		-	$	-		7,000,000	$	700	$	-	$	(18,040,501	)	$	(18,039,801	)
Net income		-		-		-		-		-		4,176,987			4,176,987
Balance - March 31, 2022 (unaudited)		-		-		7,000,000		700		-		(13,863,514	)		(13,862,814	)
Accretion on Class A ordinary shares subject to possible redemption amount		-		-		-		-		-		(234,409	)		(234,409	)
Net income		-		-		-		-		-		3,588,011			3,588,011
Balance - June 30, 2022 (unaudited)		-	$	-		7,000,000	$	700	$	-	$	(10,509,912	)	$	(10,509,212	)
Accretion on Class A ordinary shares subject to possible redemption amount		-		-		-		-		-		(1,015,501	)		(1,015,501	)
Net income		-		-		-		-		-		1,978,507			1,978,507
Balance - September 30, 2022 (unaudited)		-	$	-		7,000,000	$	700	$	-	$	(9,546,906	)	$	(9,546,206	)

For the Three and ~~Six~~Nine Months Ended ~~June~~ September 30, 2021

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares (1)		Amount		Capital			Deficit			Deficit
Balance - December 31, 2020		-	$	-		7,000,000	$	700	$	24,300		$	(34,249	)	$	(9,249	)
Accretion on Class A ordinary shares subject to possible redemption amount		-		-		-		-		(24,300	)		(24,968,640	)		(24,992,940	)
Net income		-		-		-		-		-			6,219,304			6,219,304
Balance - March 31, 2021 (unaudited)		-		-		7,000,000		700		-			(18,783,585	)		(18,782,885	)
Net loss		-		-		-		-		-			(4,297,753	)		(4,297,753	)
Balance - June 30, 2021 (unaudited)		-	$	-		7,000,000	$	700	$	-		$	(23,081,338	)	$	(23,080,638	)
Net income		-		-		-		-		-			2,926,985			2,926,985
Balance - September 30, 2021 (unaudited)		-	$	-		7,000,000	$	700	$	-		$	(20,154,353	)	$	(20,153,653	)

(1)

Class B ordinary shares amount include up to 1,250,000 Class B ordinary shares subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement.

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

AUTHENTIC EQUITY ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Months Ended
	For the Nine Months Ended
	June 30, 2022			June 30, 2021
	September 30, 2022			September 30, 2021
Cash Flows from Operating Activities:
Net income	$	79,~~764~~743,~~998~~505		$	14,~~921~~848,~~551~~536
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative assets and liabilities		(79,~~919~~068,~~000~~600	)		(48,~~822~~099,~~100~~200	)
Loss on excess of fair value over cash received for Private Placement Warrants		-			1,352,500
Offering costs allocated to issuance of Public Warrants and Private Placement Warrants		-			701,682
Net gain from investments held in Trust Account		(~~312~~1,~~667~~328,168	)		(1015,~~146~~944	)
Changes in operating assets and liabilities:
Prepaid expenses		76150,~~825~~912			(~~388~~308,~~291~~264	)
Accounts payable		(6655,~~731~~593	)		1174,~~166~~298
Accounts payable - related party		~~10,000~~-			10,000
Accrued expenses		124,588			517,213
Interest accrued for working capital loan - related party		35			-
Net cash used in operating activities		(321,987	)		(716,425	)
Accrued expenses		168,770			543,505
Net cash used in operating activities		(389,139	)		(792,887	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		-			(230,000,000	)
Net cash used in investing activities		-			(230,000,000	)
Cash used in investing activities		-			(230,000,000	)
Cash Flows from Financing Activities:
Repayment of note payable to related party		-			(96,500	)
Proceeds received from note payable to related party		25,000			-
Proceeds received from initial public offering, gross		-			230,000,000
Proceeds received from private placement, gross		-			5,775,500
Proceeds from sale of rights to purchase Forward Purchase Agreement		-			824,500
Offering costs paid		(70,000	)		(5,050,640	)
Net cash (used in) provided by financing activities		(7045,000	)		231,452,860
Net change in cash		(~~391~~434,~~987~~139	)		~~736~~659,~~435~~973
Cash - beginning of the period		442,162			103
Cash - end of the period	$	508,~~175~~023		$	~~736~~660,~~538~~076
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	-		$	70,000
Deferred underwriting commissions in connection with the initial public offering	$	-		$	8,050,000

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

AUTHENTIC EQUITY ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1-Description of Organization, Business Operations and Going Concern

Organization and General

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

As of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity through ~~June~~September 30, 2022, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below and the search for a target business with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering and the sale of the Private Placement Warrants (as defined below).

Sponsor and Financing

The Company’s sponsor is Authentic Equity Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2021. On January 20, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units sold pursuant to the underwriters’ over-allotment option (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,600,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor for an aggregate purchase price of approximately $5.8 million, and incurred offering costs of approximately $18,000, in a private placement (the “Private Placement”). In addition, the Company consummated the sale of certain rights to General Electric Pension Trust (“GEPT” and such rights, the “GEPT Rights”) for gross proceeds of $824,500, which will allow GEPT to purchase up to $50.0 million of Forward Purchase Units (as defined in Note 5) immediately prior to an initial Business Combination, subject to certain terms and conditions set forth in the Forward Purchase Agreement (as defined in Note 5).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and the amount is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

5Initial Business Combination

~~AUTHENTIC~~The Company’s ~~EQUITY~~management ~~ACQUISITION~~has ~~CORP~~broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the GEPT Rights, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ 5

~~Initial~~AUTHENTIC EQUITY ~~Business~~ACQUISITION ~~Combination~~CORP.

~~The Company’s management has broad discretion~~NOTES ~~with~~TO ~~respect~~UNAUDITED toCONDENSED ~~the~~FINANCIAL specific application of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the GEPT Rights, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.STATEMENTS

The Company will provide the holders of the Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 , “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its ~~amended~~ amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) ~~and~~ and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the ~~transactions~~ transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Pursuant to the Company’s insider trading policy, insiders are required to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s Chief Financial Officer prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 20, 2023, (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

6If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

~~AUTHENTIC EQUITY ACQUISITION CORP.~~6

~~NOTES~~AUTHENTIC EQUITY TOACQUISITION ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ CORP.

~~If the Company is unable to complete a Business~~NOTES ~~Combination~~TO ~~within~~UNAUDITED ~~the~~CONDENSED ~~Combination~~FINANCIAL Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.STATEMENTS

The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except ~~our~~the independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of ~~June~~September 30, 2022, the Company had approximately $508,000 of cash in its operating account and a working capital deficit of approximately $854,000 inclusive of a $~~668~~25,000 note payable to the Sponsor.

The Company’s liquidity needs prior to ~~date~~the ~~have been~~consummation of the Initial Public Offering were satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, and a loan of $96,500 from the Sponsor pursuant to the Note (see Note 4)~~, and a portion of the proceeds from the consummation of the Private Placement and sale of the GEPT Rights not held in the Trust Account~~. The Company repaid the Note in full on January 20, 2021. In ~~addition,~~Subsequent ~~in order~~ to ~~finance transaction costs in connection with a Business Combination,~~ the consummation ~~Sponsor or an affiliate~~ of the ~~Sponsor, or~~Initial ~~certain~~Public ofOffering, the Company’s ~~officers~~liquidity was and ~~directors~~will ~~may,~~be ~~but~~satisfied ~~are~~through ~~not~~the ~~obligated~~proceeds ~~to,~~from ~~provide~~ the consummation ~~Company~~of ~~Working~~the ~~Capital~~Private ~~Loans~~Placement ~~(see Note~~and ~~4).~~sale As of ~~June~~GEPT ~~30,~~Rights ~~2022~~not ~~and~~held ~~December~~in ~~31,~~the ~~2021,~~Trust ~~there~~Account ~~were~~and noproceeds ~~outstanding~~from Working Capital Loans. (as defined in Note 4).

~~The Company may need to raise additional capital~~On ~~through~~September ~~loans~~8, or2022, ~~additional~~the ~~investments~~Company ~~from~~issued ~~its~~an ~~Sponsor,~~unsecured anpromissory ~~affiliate~~note ofin the ~~Sponsor,~~principal oramount ~~its~~of ~~officers~~up orto ~~directors. The Company’s officers~~$250,000 ~~directors~~to ~~and~~the Sponsor, or(see ~~their affiliates~~Note 4), which may, ~~but~~be ~~are~~drawn ~~not~~down ~~obligated~~by ~~to, loan~~ the Company ~~funds,~~ from time to time orto atthe ~~any time,~~consummation inof ~~whatever~~the ~~amount~~initial ~~they~~business ~~deem~~combination ~~reasonable~~upon ~~in their sole discretion, to meet~~ the Company’s written ~~working~~notice ~~capital~~to ~~needs. Accordingly,~~ the ~~Company~~Sponsor ~~may~~and ~~not~~subject ~~be able~~ to ~~obtain~~the ~~additional~~sole ~~financing.~~discretion Ifof the ~~Company~~Sponsor. isInterest ~~unable~~will toaccrue ~~raise~~on ~~additional~~the ~~capital,~~unpaid itand ~~may~~outstanding ~~be required to~~principal ~~take~~balance ~~additional~~at ~~measures~~the tolowest ~~conserve~~short-term ~~liquidity,~~Applicable ~~which~~Federal ~~could~~Rate ~~include,~~beginning ~~but~~on ~~not~~the ~~necessarily~~date beof ~~limited~~issuance. ~~to,~~During ~~curtailing operations, suspending~~ the ~~pursuit~~three ofand anine ~~potential~~months ~~transaction~~ended September 30, ~~reducing overhead expenses~~2022, ~~and~~the ~~extending~~Company ~~the~~withdrew ~~terms~~$25,000 and ~~due dates of certain~~ accrued ~~expenses and~~$35 ~~other~~interest ~~liabilities.~~pursuant ~~The~~to ~~Company~~this ~~cannot~~working ~~provide~~capital ~~any~~loan. ~~assurance~~As ~~that~~of ~~new~~September ~~financing~~30, ~~will~~2022 beand ~~available~~December 31, to2021, it$25,000 onand ~~commercially~~$0 ~~acceptable terms~~were outstanding, ~~if at all~~respectively.

7The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~AUTHENTIC~~In connection ~~EQUITY~~with ~~ACQUISITION~~the ~~CORP~~Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the working capital deficit, as well as the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 20, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ 7

~~In connection with the Company’s assessment~~AUTHENTIC ofEQUITY ~~going~~ACQUISITION concern considerations in accordance with FASB accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the working capital deficit, as well as the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concernCORP. Management intends to complete a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 20, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

~~Note~~NOTES TO ~~2-Basis~~UNAUDITED ofCONDENSED ~~Presentation~~FINANCIAL ~~and Summary of Significant Accounting Policies~~STATEMENTS

Note 2-Basis of Presentation and Summary of Significant Accounting Policies

~~The accompanying unaudited condensed financial~~Basis ~~statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States~~ of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period.Presentation

The accompanying unaudited condensed financial statements ~~should~~are bepresented ~~read~~in U.S. dollars in ~~conjunction~~conformity with accounting principles generally accepted in the ~~audited~~United States of America (“GAAP”) for financial ~~statements~~information and ~~notes~~pursuant ~~thereto~~to ~~included~~the inrules and regulations of the ~~Annual~~SEC. ~~Report~~Accordingly, onthey ~~Form 10-K~~do ~~filed~~not include all of the information and footnotes required by GAAP. In the ~~Company~~opinion ~~with~~of management, the ~~SEC~~unaudited condensed onfinancial ~~March~~statements 25reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period.

~~Emerging~~The accompanying ~~Growth~~unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 25, 2022.

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

~~Further,~~The Company ~~Section~~is ~~102(b)(1)~~an ~~of the JOBS Act exempts~~ “emerging growth ~~companies~~company,” ~~from~~as ~~being~~defined ~~required~~in toSection ~~comply with new or revised financial accounting standards until private companies~~ 2(~~that is,~~a) ~~those~~of ~~that~~the ~~have not had a~~ Securities Act, ~~registration~~as ~~statement~~modified ~~declared~~by ~~effective~~the orJumpstart doOur Business ~~not~~Startups ~~have~~Act ~~a class~~ of ~~securities~~2012 ~~registered under~~ (the ~~Exchange~~“JOBS Act”), ~~are~~and ~~required~~it tomay ~~comply~~take ~~with~~advantage ~~the~~of ~~new~~certain orexemptions ~~revised~~from ~~financial~~various ~~accounting~~reporting ~~standards. The JOBS Act provides~~ requirements that anare ~~emerging growth~~applicable ~~company can elect~~ to ~~opt~~other ~~out~~public ofcompanies ~~the extended transition period and comply with the requirements~~ that ~~apply~~are tonot ~~non-~~emerging growth companies including, but ~~any~~not ~~such~~limited ~~an election~~ to, ~~opt~~not ~~out~~being isrequired to ~~irrevocable.~~comply ~~The~~with ~~Company~~the ~~has~~auditor ~~elected~~attestation ~~not~~requirements toof ~~opt~~Section ~~out~~404 of ~~such~~the ~~extended~~Sarbanes-Oxley ~~transition~~Act ~~period~~of 2002, ~~which~~ ~~means~~reduced ~~that~~disclosure ~~when~~obligations regarding aexecutive ~~standard~~compensation isin ~~issued~~its orperiodic ~~revised~~reports and itproxy ~~has different application dates for public or private companies~~statements, ~~the~~and ~~Company, as~~exemptions anfrom ~~emerging growth company, can adopt~~ the ~~new~~requirements ~~or revised standard at the time private companies adopt the new or revised standard. This may make comparison~~ of ~~the~~holding ~~Company’s~~a ~~financial statements with another public company that is neither an emerging growth company~~nonbinding ~~nor~~advisory anvote ~~emerging~~on ~~growth~~executive ~~company~~compensation ~~that~~and ~~has~~shareholder ~~opted~~approval ~~out~~ of ~~using~~any ~~the~~golden ~~extended~~parachute ~~transition~~payments ~~period~~not ~~difficult~~previously ~~or impossible because of the potential differences in accounting standards used~~approved.

~~Use~~Further, Section 102(b)(1) of ~~Estimates~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The preparation of unaudited condensed financial~~Use ~~statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts~~ of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.Estimates

8The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.

~~AUTHENTIC~~Cash and ~~EQUITY~~Cash ~~ACQUISITION CORP.~~Equivalents

~~NOTES~~The Company TOconsiders ~~UNAUDITED~~all ~~CONDENSED~~short-term ~~FINANCIAL~~investments ~~STATEMENTS~~with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022, and December 31, 2021, the Company did not have any cash equivalents held outside the Trust Account.

~~Cash and Cash Equivalents~~8

~~The Company considers all short-term investments~~AUTHENTIC ~~with~~EQUITY anACQUISITION ~~original maturity of three months or less when purchased to be cash equivalents~~CORP. ~~As of June 30, 2022, and December 31, 2021, the Company did not have any cash equivalents held outside the Trust Account.~~

~~Investments~~NOTES TO ~~Held~~UNAUDITED inCONDENSED ~~Trust~~FINANCIAL ~~Account~~STATEMENTS

~~The Company’s portfolio of investments held~~Investments inHeld ~~the Trust Account is comprised of U.S. government securities, within the meaning set forth~~ in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Concentration~~The Company’s portfolio of ~~Credit~~investments ~~Risk~~held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Financial instruments that potentially subject~~Concentration ~~the Company to concentrations~~ of ~~credit~~Credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.Risk

~~Fair~~Financial instruments ~~Value~~that potentially subject the Company to concentrations of ~~Financial~~credit ~~Instruments~~risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

~~The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “~~Fair Value ~~Measurements”~~of ~~equal~~Financial ~~or approximate the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature (except for derivative assets and liabilities - see Note 9).~~Instruments

~~Fair~~The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets either because of the short-term nature of the instruments or because the instrument is recognized at fair value (see Note 9).

Fair ~~value is defined as the price that would~~ beValue received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.Measurements

~~The~~Fair value ~~hierarchy~~is ~~gives~~defined as the ~~highest~~price ~~priority~~that towould ~~unadjusted quoted~~be ~~prices~~received infor ~~active~~sale ~~markets~~of an asset or paid for ~~identical~~transfer ~~assets~~of ora ~~liabilities~~liability ~~(Level~~in 1an ~~measurements)~~orderly ~~and~~transaction between market participants at the ~~lowest~~measurement ~~priority~~date. toGAAP ~~unobservable~~establishes ~~inputs (Level~~a 3three-tier ~~measurements).~~fair ~~These~~value ~~tiers~~hierarchy, ~~consist~~which ~~of:~~prioritizes the inputs used in measuring fair value.

●The hierarchy ~~Level~~gives 1,the ~~defined~~highest aspriority ~~observable~~to ~~inputs~~unadjusted ~~such as~~ quoted prices in active markets for identical ~~instruments~~assets inor ~~active~~liabilities ~~markets;~~(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

● Level 21, defined as ~~inputs other than quoted prices in active markets that are either directly or indirectly~~ observable inputs such as quoted prices for ~~similar~~identical instruments in active markets ~~or quoted prices for identical or similar instruments in markets that are not active~~; ~~and~~

● Level 32, defined as ~~unobservable~~ inputs inother ~~which~~than ~~little~~quoted orprices noin ~~market~~active ~~data~~markets ~~exists,~~that ~~therefore~~are ~~requiring~~either andirectly ~~entity~~or toindirectly ~~develop~~observable ~~its own assumptions,~~ such as ~~valuations~~quoted ~~derived~~prices ~~from~~for ~~valuation~~similar ~~techniques~~instruments in ~~which~~active ~~one~~markets or ~~more~~quoted ~~significant~~prices ~~inputs~~for identical or ~~significant~~similar ~~value~~instruments ~~drivers~~in markets that are ~~unobservable.~~not active; and

In● ~~some~~Level ~~circumstances~~3, ~~the~~defined ~~inputs~~as ~~used~~unobservable toinputs ~~measure fair~~in ~~value~~which ~~might~~little beor ~~categorized~~no ~~within~~market ~~different~~data ~~levels of the fair value hierarchy. In those instances~~exists, ~~the~~therefore ~~fair~~requiring ~~value~~an ~~measurement~~entity ~~is categorized~~to indevelop its ~~entirety~~own inassumptions, ~~the~~such ~~fair~~as ~~value~~valuations ~~hierarchy~~derived ~~based~~from onvaluation ~~the~~techniques ~~lowest~~in ~~level~~which ~~input~~one ~~that~~or ismore significant toinputs ~~the~~or ~~fair~~significant value ~~measurement~~drivers are unobservable.

9In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~AUTHENTIC EQUITY ACQUISITION CORP.~~9

~~NOTES~~AUTHENTIC EQUITY TOACQUISITION ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ CORP.

~~Offering~~NOTES TO ~~Costs~~UNAUDITED ~~Associated~~CONDENSED ~~with~~FINANCIAL ~~the Initial Public Offering~~STATEMENTS

Offering ~~costs consisted of legal, accounting,~~ ~~underwriting~~Costs ~~fees~~Associated and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with ~~derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in~~ the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Derivative~~Offering costs ~~Assets~~consisted of legal, accounting, underwriting fees and ~~Liabilities~~other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~The Company does not use derivative instruments~~Derivative toAssets ~~hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants~~ and forward purchase units, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as assets/liabilities or as equity, is re-assessed at the end of each reporting period.Liabilities

The Company ~~11,500,000~~does ~~warrants~~not ~~issued~~use inderivative ~~connection~~instruments ~~with the~~to ~~Initial~~hedge ~~Public~~exposures ~~Offering~~to ~~(the~~cash ~~“Public Warrants”)~~flow, ~~the 6~~market,~~600,000~~ ~~Private~~or ~~Placement~~foreign ~~Warrants~~currency ~~and~~risks. ~~units~~The ~~that~~Company ~~may be issued~~evaluates inall ~~connection~~of ~~with~~its ~~forward~~financial ~~purchase agreement are recognized as derivative assets or liabilities in accordance with ASC 815. Accordingly~~instruments, ~~the~~ ~~Company~~including ~~recognizes~~issued ~~the~~share ~~warrant~~purchase ~~instruments~~warrants and forward purchase units, asto ~~derivative~~determine ~~assets~~if orsuch ~~liabilities at fair value and adjusts~~instruments ~~the~~are ~~instruments~~derivatives ~~to fair value at each reporting period. The derivative assets~~ or ~~liabilities~~contain ~~are~~features ~~subject~~that toqualify ~~re-measurement~~as atembedded ~~each balance sheet date until exercised~~derivatives, ~~and~~pursuant ~~any~~to ~~change~~ASC in480 fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the warrants issued in connection with the Initial Public Offering were initially measured using a binomial lattice model and ~~subsequently~~FASB ~~been~~ASC ~~measured~~Topic at815, ~~each measurement date based on the market price of such warrants. The fair value of warrants issued~~“Derivatives ~~in connection with the Private Placement was initially measured using Black-Scholes Option Pricing model~~ and ~~subsequently~~Hedging” ~~using~~(“ASC ~~the market value of the public warrants when they were separately listed and traded~~815”). The ~~fair~~classification ~~value~~ of ~~the~~derivative ~~units~~instruments, ~~that~~including ~~may~~whether besuch ~~issued~~instruments inshould ~~connection~~be ~~with~~recorded the forward purchase agreement has been estimated using Black-Scholes Option Pricing model at each measurement date. The determination of the fair value of the warrant liability may be subject to change as ~~more current information becomes available and accordingly the actual results could differ significantly. Derivative~~ assets ~~and~~ /liabilities ~~are~~or ~~classified~~ as ~~non-current~~equity, ~~as their liquidation~~ is ~~not reasonably~~re-assessed ~~expected~~at ~~to require~~ the ~~use~~end of ~~current~~each ~~assets~~reporting ~~or require the creation of current liabilities~~period.

~~Class~~The 11,500,000 Awarrants ~~Ordinary~~issued ~~Shares~~in ~~Subject~~connection with the Initial Public Offering (the “Public Warrants”), the 6,600,000 Private Placement Warrants and units that may be issued in connection with forward purchase agreement are recognized as derivative assets or liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments and forward purchase units as derivative assets or liabilities at fair value and adjusts the instruments to ~~Possible~~fair value at each reporting period. The derivative ~~Redemption~~assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a binomial lattice model and subsequently has been measured at each measurement date based on the market price of such warrants. The fair value of warrants issued in connection with the Private Placement was initially measured using Black-Scholes Option Pricing model and subsequently using the market value of the public warrants when they were separately listed and traded. The fair value of the units that may be issued in connection with the forward purchase agreement has been estimated using Black-Scholes Option Pricing model at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative assets and liabilities are classified as non-current as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~The Company accounts for its~~ Class ~~A ordinary~~ ~~shares subject to possible redemption in accordance with the guidance in ASC 480. Class~~ A ~~ordinary~~Ordinary ~~shares~~Shares ~~subject~~Subject to ~~mandatory~~Possible redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2022 and December 31, 2021, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.Redemption

~~Under~~The Company ~~ASC~~accounts ~~480-10-S99,~~for ~~the~~its ~~Company~~Class ~~has~~A ~~elected~~ ordinary shares subject to ~~recognize~~possible ~~changes~~redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption ~~value~~(if ~~immediately~~any) are classified as ~~they~~liability ~~occur~~instruments and ~~adjust~~are ~~the~~measured ~~carrying~~at fair value. ofConditionally redeemable ~~the~~Class ~~security~~A toordinary ~~equal~~shares ~~the~~(including ~~redemption value~~Class atA ~~the~~ordinary ~~end~~shares ofthat ~~each~~feature ~~reporting~~redemption ~~period.~~rights ~~This~~that ~~method~~are ~~would~~either ~~view~~within the ~~end~~ control of the ~~reporting~~holder ~~period~~or assubject ifto itredemption ~~were~~upon ~~also~~ the ~~redemption~~occurrence ~~date for~~of ~~the~~uncertain ~~security.~~events ~~Effective~~not ~~with~~solely within the ~~closing~~Company’s ofcontrol) ~~the~~are ~~Initial~~classified as ~~Public~~temporary ~~Offering~~equity. At all other times, ~~the~~Class ~~Company~~A ~~recognized~~ordinary ~~the~~shares ~~accretion~~are ~~from~~classified ~~initial~~as ~~book~~shareholders’ ~~value~~equity. The Company’s Class toA ordinary shares feature certain redemption ~~amount,~~rights ~~which~~that ~~resulted~~are inconsidered ~~charges~~to ~~against~~be ~~additional~~outside ~~paid-in~~of ~~capital~~the (Company’s control and subject to the occurrence ~~extent~~of ~~available)~~uncertain future events. Accordingly, as of September 30, 2022 and ~~accumulated~~December ~~deficit. Subsequently~~31, ~~the~~2021, ~~Company~~23,000,000 ~~recognized~~Class ~~changes~~A inordinary ~~the~~shares subject ~~redemption~~to ~~value~~possible asredemption ~~additional~~are ~~accretion~~presented as ~~reflected~~temporary onequity, outside of the ~~accompanying~~shareholders’ ~~unaudited condensed~~deficit ~~statements~~section of ~~changes~~the ~~in shareholders~~Company’s condensed ~~deficit~~balance sheets.

Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognized changes in the redemption value as additional accretion as reflected on the accompanying unaudited condensed statements of changes in shareholders’ deficit.

~~AUTHENTIC EQUITY ACQUISITION CORP.~~10

~~NOTES~~AUTHENTIC EQUITY TOACQUISITION ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ CORP.

~~Income~~NOTES TO ~~Taxes~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~FASB ASC 740 prescribes a recognition threshold~~Income and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of June 30, 2022 and December 31, 2021. Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.Taxes

~~There~~FASB ASC is740 ~~currently~~prescribes noa ~~taxation~~recognition ~~imposed~~threshold onand ~~income by~~a ~~the~~measurement ~~Government~~attribute offor the ~~Cayman~~financial ~~Islands.~~statement Inrecognition ~~accordance~~and ~~with~~measurement ~~Cayman~~of tax ~~income~~positions ~~tax~~taken ~~regulations,~~or ~~income~~expected ~~taxes~~to ~~are~~be ~~not~~taken ~~levied~~in ona ~~the~~tax ~~Company~~return. ~~Consequently~~ For those benefits to be recognized, ~~income~~a ~~taxes~~tax ~~are~~position must be more likely than not ~~reflected~~to inbe ~~the~~sustained ~~Company’s~~upon ~~unaudited~~examination ~~condensed~~by ~~financial~~taxing ~~statements~~authorities. The Company’s management ~~does~~ ~~not~~determined ~~expect~~ that the ~~total~~Cayman ~~amount~~Islands is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits ~~will~~as ~~materially~~income ~~change~~tax ~~over~~expense. ~~the~~The Company ~~next~~is ~~twelve~~currently ~~months~~not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~Net~~There is ~~Income~~currently ~~(Loss)~~no ~~per~~taxation ~~Ordinary~~imposed ~~Share~~on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~The Company complies with accounting and disclosure~~Net ~~requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.~~ Income ~~and losses are shared pro rata between the two classes of shares. Net income (loss)~~ per ~~ordinary~~Ordinary ~~share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period.~~Share

The ~~calculation of diluted net income (loss) per~~ ~~ordinary~~Company ~~share~~complies ~~does~~with ~~not~~accounting ~~consider~~and ~~the~~disclosure ~~effect~~requirements of ~~the~~FASB ~~warrants~~ASC ~~underlying~~Topic ~~the~~260, ~~Units~~“Earnings ~~sold~~Per inShare.” ~~the~~The ~~Initial~~Company ~~Public~~has two ~~Offering~~classes ~~and~~of ~~the~~shares, ~~Private~~which ~~Placement Warrants~~are referred to ~~purchase~~as ~~18,100,000~~ Class A ordinary shares ~~since~~and ~~their exercise is contingent upon future events. Accretion associated with the redeemable~~ Class AB ordinary shares. isIncome ~~excluded~~and ~~from~~losses ~~earnings~~are ~~per~~shared ~~share~~pro rata asbetween the ~~redemption~~two ~~value~~classes ~~approximates~~of ~~fair value~~shares. ~~The~~Net ~~diluted earnings~~income per ~~share calculation includes the Class B~~ ordinary ~~shares~~share ~~subject~~is tocalculated ~~forfeiture~~by individing ~~relation to~~ the ~~over-allotment~~net ~~from~~income by the ~~first~~weighted average ~~day~~number of ~~the~~ordinary ~~interim~~shares ~~period~~outstanding infor ~~which~~ the ~~contingency~~respective ~~on such shares was resolved~~period.

The calculation ~~table~~of ~~below~~diluted ~~presents~~net aincome ~~reconciliation~~per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial ~~numerator~~Public Offering and ~~denominator~~the ~~used~~Private Placement Warrants to ~~compute~~purchase ~~basic~~18,100,000 ~~and~~Class ~~diluted~~A ~~net~~ordinary ~~income~~shares since their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share ~~for~~as ~~each~~the ~~class~~redemption value ofapproximates fair value. The diluted earnings per share calculation includes the Class B ordinary shares: subject to forfeiture in relation to the over-allotment from the first day of the interim period in which the contingency on such shares was resolved.

	For the Three Months Ended
	June 30, 2022				June 30, 2021
	Class A		Class B		Class A			Class B
Numerator:
Allocation of net income (loss)	$	2,870,409	$	717,602	$	(3,438,202	)	$	(859,551	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		23,000,000		5,750,000		23,000,000			5,750,000
Basic and diluted net income (loss) per ordinary share	$	0.12	$	0.12	$	(0.15	)	$	(0.15	)

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

	For the Six Months Ended
	For the Three Months Ended
	June 30, 2022				June 30, 2021
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Numerator:
Allocation of net income - basic	$	6,211,998	$	1,553,000	$	1,506,512	$	415,039
Allocation of net income - basic and diluted	$	1,582,806	$	395,701	$	2,341,588	$	585,397
Allocation of net income - diluted	$	6,211,998	$	1,553,000	$	1,502,008	$	419,543
Denominator:
Basic weighted average ordinary shares outstanding		23,000,000		5,750,000		20,585,635		5,671,271
Basic and diluted weighted average ordinary shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000
Effect of dilutive securities		-		-		-		78,729
Basic and diluted net income per ordinary share	$	0.07	$	0.07	$	0.10	$	0.10
Diluted weighted average ordinary shares outstanding		23,000,000		5,750,000		20,585,635		5,750,000
Basic net income per ordinary share	$	0.27	$	0.27	$	0.07	$	0.07
Diluted net income per ordinary share	$	0.27	$	0.27	$	0.07	$	0.07

	For the Nine Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B

Numerator:
Allocation of net income - basic	$	7,794,804	$	1,948,701	$	3,829,016	$	1,019,520
Allocation of net income - diluted	$	7,794,804	$	1,948,701	$	3,821,654	$	1,026,882

Denominator:
Basic weighted average ordinary shares outstanding		23,000,000		5,750,000		21,399,267		5,697,802
Effect of dilutive securities		-		-		-		52,198
Diluted weighted average ordinary shares outstanding		23,000,000		5,750,000		21,399,267		5,750,000

Basic net income per ordinary share	$	0.34	$	0.34	$	0.18	$	0.18
Diluted net income per ordinary share	$	0.34	$	0.34	$	0.18	$	0.18

~~AUTHENTIC EQUITY ACQUISITION CORP.~~11

~~NOTES~~AUTHENTIC EQUITY TOACQUISITION ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ CORP.

~~Recent~~NOTES TO ~~Accounting~~UNAUDITED ~~Pronouncements~~CONDENSED FINANCIAL STATEMENTS

~~The Company’s management does not believe~~Recent ~~that~~Accounting ~~any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.~~Pronouncements

~~Note~~The Company’s ~~3-Initial~~management ~~Public~~does ~~Offering~~not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

~~On January 20, 2021, the Company consummated its~~Note 3-Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions.

~~Each~~On January ~~Unit~~20, ~~consists~~2021, ofthe ~~one~~Company ~~Class~~consummated Aits ~~ordinary~~Initial ~~share, and~~Public ~~one-half~~Offering of ~~one~~23,000,000 ~~redeemable~~Units, ~~warrant.~~including ~~Each~~3,000,000 ~~whole~~Over-Allotment ~~Public~~Units, at ~~Warrant~~$10.00 ~~entitles~~per ~~the~~Unit, ~~holder~~generating togross ~~purchase~~proceeds ~~one~~of ~~Class~~$230.0 Amillion, ~~ordinary~~and ~~share~~incurring atoffering acosts ~~price~~ of approximately $1113.503 ~~per share~~million, ~~subject~~of towhich approximately ~~adjustment~~$8.1 ~~(see~~million ~~Note~~was 8)for deferred underwriting commissions.

~~Note~~Each Unit 4consists of one Class A ordinary share, and one-~~Related~~half ~~Party~~of ~~Transactions~~one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

~~Founder~~Note 4-Related ~~Shares~~Party Transactions

~~On October 1, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 5,750,000 Class B ordinary shares, par value $0.0001, (the “~~Founder ~~Shares”). In December 2020, the Company effected a share capitalization with respect to the Class B ordinary shares~~ ~~resulting in an aggregate of 7,000,000 Founder~~ Shares outstanding. The Sponsor subsequently transferred 25,000 Class B ordinary shares to each of Joe Baker, Kathleen Griffin Stack, Tim O’Connor and Michael Weinstein, our independent directors at the time of our Initial Public Offering. Upon Joe Baker’s resignation, the Sponsor repurchased the 25,000 Class B ordinary shares previously transferred to him by the Sponsor. The Sponsor agreed to forfeit (a) up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters and (b) up to 1,250,000 Founder Shares depending on the number of units purchased under the Forward Purchase Agreement if such number is below 5,000,000. The forfeiture in the preceding clause (a) would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement. On January 20, 2021, the underwriter fully exercised its over-allotment option; thus, 750,000 Founder Shares were no longer subject to forfeiture.

~~The~~On October 1, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company’s ~~directors~~in ~~and~~exchange for issuance of 5,750,000 Class ~~executive~~B ~~officers~~ordinary ~~and~~shares, ~~GEPT~~par ~~agreed~~value $0.0001, ~~subject~~(the to“Founder ~~limited~~Shares”). ~~exceptions~~In December 2020, ~~not~~the Company effected a share capitalization with respect to ~~transfer,~~the ~~assign~~Class orB ~~sell~~ordinary ~~any~~shares resulting in an aggregate of ~~their~~7,000,000 Founder Shares oroutstanding. ~~the~~The Sponsor subsequently transferred 25,000 Class B ordinary shares ~~that~~to ~~may~~each beof ~~issued~~Joe toBaker, ~~GEPT~~Kathleen ~~under~~Griffin ~~the~~Stack, ~~Forward~~Tim ~~Purchase~~O’Connor ~~Agreement~~and Michael Weinstein, ~~until~~our independent ~~the~~directors ~~earlier~~at tothe ~~occur~~time of: ~~(a)~~our ~~one~~Initial ~~year~~Public ~~after~~ Offering. Upon Joe Baker’s resignation, the ~~completion~~Sponsor ofrepurchased the ~~initial~~25,000 Class ~~Business~~B ~~Combination~~ordinary ~~and~~shares ~~(b)~~previously ~~subsequent~~transferred to him by the ~~initial~~Sponsor. ~~Business~~The ~~Combination,~~Sponsor agreed to forfeit (xa) ifup ~~the~~to ~~closing~~750,000 ~~price~~Founder ofShares ~~Class~~to Athe ~~ordinary~~extent ~~shares~~that ~~equals~~the orover-allotment ~~exceeds~~option ~~$12.00~~was ~~per~~not ~~share~~exercised ~~(as~~in ~~adjusted~~full ~~for~~by ~~share~~the ~~subdivisions,~~underwriters ~~share~~and ~~capitalizations,~~(b) ~~reorganizations~~up to 1, ~~recapitalizations~~250,000 ~~and~~Founder Shares depending on the ~~like)~~number ~~for~~of ~~any~~units 20purchased ~~trading~~under ~~days~~the ~~within~~Forward ~~any~~Purchase ~~30-trading~~Agreement ~~day~~if ~~period~~such ~~commencing~~number atis ~~least~~below ~~150~~5,000,000. ~~days~~The ~~after~~forfeiture in the ~~initial~~preceding ~~Business~~clause ~~Combination or~~ (ya) ~~the~~would ~~date~~be onadjusted ~~which~~to the ~~Company~~extent ~~completes~~that athe ~~liquidation,~~over-allotment ~~merger,~~option ~~share~~was ~~exchange~~not orexercised ~~other~~in ~~similar~~full ~~transaction~~ by the underwriters, so that ~~results~~the Founder inShares ~~all~~would represent 20.0% of the ~~Public~~Company’s ~~Shareholders~~issued ~~having~~and outstanding shares after the ~~right~~Initial toPublic ~~exchange~~Offering ~~their~~plus the number of Class A ordinary shares ~~for~~that ~~cash~~may be sold pursuant to the Forward Purchase Agreement. On January 20, ~~securities~~2021, orthe ~~other~~underwriter fully ~~property~~exercised its over-allotment option; thus, 750,000 Founder Shares were no longer subject to forfeiture.

The Sponsor, the Company’s directors and executive officers and GEPT agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares or the Class B ordinary shares that may be issued to GEPT under the Forward Purchase Agreement, until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

~~AUTHENTIC~~Private Placement ~~EQUITY ACQUISITION CORP.~~Warrants

~~NOTES~~Simultaneously with TOthe ~~UNAUDITED~~closing ~~CONDENSED~~of ~~FINANCIAL~~the ~~STATEMENTS~~Initial Public Offering, the Company consummated the Private Placement of 6,600,000 Private Placement Warrants to the Sponsor for an aggregate purchase price of approximately $5.8 million, and incurred offering costs of approximately $18,000.

~~Private Placement Warrants~~12

~~Simultaneously with the closing of the Initial~~AUTHENTIC ~~Public~~EQUITY ~~Offering,~~ACQUISITION ~~the Company consummated the Private Placement of 6,600,000 Private Placement Warrants to the Sponsor for an aggregate purchase price of approximately $5~~CORP.~~8 million, and incurred offering costs of approximately $18,000.~~

~~Each whole Private Placement Warrant is exercisable~~NOTES ~~for~~TO ~~one~~UNAUDITED ~~whole~~CONDENSED ~~Class~~FINANCIAL A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, GEPT or their permitted transferees.STATEMENTS

~~The~~Each whole ~~Sponsor~~Private ~~and~~Placement ~~the~~Warrant ~~Company’s~~is ~~officers~~exercisable ~~and~~for one whole Class A ordinary share at a price of $11.50 per share. A portion of the ~~directors~~proceeds ~~agreed,~~from ~~subject~~the Private Placement was added to ~~limited~~the ~~exceptions,~~proceeds from the Initial Public Offering held in the Trust Account. If the Company does not tocomplete ~~transfer,~~a ~~assign~~Business orCombination ~~sell~~within ~~any~~the ofCombination ~~their~~Period, the Private Placement Warrants ~~until~~will 30expire ~~days~~worthless. The Private ~~after~~Placement ~~the~~Warrants ~~completion~~will ofbe non-redeemable and exercisable on a cashless basis so long as they are held by the ~~initial~~Sponsor, ~~Business~~GEPT ~~Combination~~or their permitted transferees.

~~Related~~The Sponsor ~~Party~~and ~~Loans~~the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

~~On September 30, 2020, the Sponsor agreed to loan~~Related ~~the~~Party Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $97,000 under the Note and fully repaid the Note on January 20, 2021. Subsequent to the repayment, the facility was no longer available to the Company.Loans

~~In order to finance transaction costs in connection~~Promissory ~~with~~Note a– ~~Business~~Related Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, the Company had no outstanding Working Capital Loans.Party

~~Administrative~~On September ~~Support~~30, ~~Agreement~~2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $97,000 under the Note and fully repaid the Note on January 20, 2021. Subsequent to the repayment, the facility was no longer available to the Company.

~~Commencing on the effective date of the prospectus~~Working ~~relating~~Capital to the Initial Public Offering, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2022 and 2021, the Company incurred $30,000 in expense for these services, reflected as administrative fee - related party on the accompanying condensed statements of operations. For the six months ended June 30, 2022 and 2021, the Company incurred $60,000 and approximately $54,000 in expense for these services, respectively, reflected as administrative fee - related party on the accompanying condensed statements of operations. As of June 30, 2022 and December 31, 2021, there was $10,000 in accounts payable - related party outstanding, as reflected in the accompanying condensed balance sheets.Loans

13In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

~~AUTHENTIC~~On September ~~EQUITY~~8, ~~ACQUISITION~~2022, ~~CORP~~the Company issued an unsecured promissory note in the principal amount of up to $250,000 to the Sponsor (the “working capital loan – related party”), which may be drawn down by the Company from time to time to the consummation of the initial business combination upon the Company’s written notice to the Sponsor and subject to the sole discretion of the Sponsor. Interest will accrue on the unpaid and outstanding principal balance of the Working capital loan-related party at the lowest short-term Applicable Federal Rate beginning on the date of issuance. The Working capital loan-related party is repayable in full upon the date of the Business Combination. At the Sponsor’s option, at any time prior to the Business Combination, any amounts outstanding under the Working capital loan-related party may be converted into warrants at a price of $1.00 per warrant to purchase one Class A ordinary share. The warrants will have the same terms as the existing Private Placement Warrants, except that these warrants will not be subject to forfeiture in connection with the Business Combination. If the Company does not complete a business combination, the Working capital loan-related party will not be repaid, and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering. During the three and nine months ended September 30, 2022, the Company withdrew $25,000 and accrued $35 interest pursuant to the Working capital loan-related party. As of September 30, 2022 and December 31, 2021, there were approximately $25,000 and $0 outstanding Working Capital Loans, respectively.

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ 13

~~Note~~AUTHENTIC EQUITY ~~5-Commitments~~ACQUISITION ~~and Contingencies~~CORP.

~~Forward~~NOTES TO ~~Purchase~~UNAUDITED ~~Agreement~~CONDENSED FINANCIAL STATEMENTS

~~In connection with the consummation of the Initial~~Administrative ~~Public~~Support ~~Offering, the Company entered into a forward purchase agreement (the “Forward Purchase~~ Agreement”) with GEPT, pursuant to which, in exchange for $824,500 of proceeds paid to the Company simultaneously with the closing of the Initial Public Offering, GEPT has the right, in its discretion, to purchase up to the lesser of (i) $50.0 million of units and (ii) a number of units equal to 19.99% of the pro forma equity outstanding at the time of the closing of the Company’s initial Business Combination, including but not limited to, any ordinary shares issued in connection with the Initial Public Offering, the Forward Purchase Agreement or any private placement or other offering or to any seller in the initial Business Combination (the “Forward Purchase Units”), with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and 0.425 of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur immediately prior to the closing of the initial Business Combination.

IfCommencing on ~~GEPT~~the ~~purchases~~effective date of the ~~maximum~~prospectus ~~number~~relating to the Initial Public Offering, the Company agreed to pay an affiliate of ~~Forward~~the Sponsor ~~Purchase~~a ~~Units~~total ~~available~~of $10,000 per month for office space, secretarial and administrative services provided to itthe ~~under~~Company. Upon completion of the initial ~~Forward~~Business ~~Purchase~~Combination ~~Agreement~~or the Company’s liquidation, the Company will ~~issue~~cease topaying ~~GEPT~~these monthly fees. For the three months ended September 30, at2022 and 2021, the ~~closing~~Company incurred $30,000 in expense for these services, reflected as administrative fee - related party on the accompanying condensed statements of operations. For the nine months ended September 30, 2022 and 2021, the Company’s incurred ~~initial~~$90,000 ~~Business~~and ~~Combination~~approximately ~~and~~$84,000 ~~prior~~in toexpense for these services, respectively, reflected as administrative fee - related party on the accompanying ~~conversion~~condensed statements of ~~the~~operations. ~~Class~~As Bof ~~ordinary~~September ~~shares~~30, ~~into~~2022 ~~Class~~and ADecember ~~ordinary~~31, ~~shares~~2021, there was $10,000 in ~~accordance~~accounts ~~with~~payable ~~the~~- ~~terms~~related ~~thereof~~party (outstanding, as reflected in the ~~“GEPT~~accompanying ~~Issuance”):~~condensed balance sheets.

~~● a number of Class B ordinary shares (the “GEPT Class B ordinary shares”) that is equal to 12.~~Note 5% of the aggregate number of Class B ordinary shares outstanding at the time of the initial Business Combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to the issuance of the GEPT Class B ordinary shares and any other Class B ordinary shares as a result of anti-~~dilution~~Commitments ~~rights or other adjustments~~ and the number of Class B ordinary shares transferred, assigned, sold or forfeited in connection with the initial Business Combination but excluding 115,000 Class B ordinary shares from such calculation (the “Post-Business Combination Class B ordinary shares”) (provided, however, that if the Founder Shares are converted into Class A ordinary shares prior to the date of the Company’s initial Business Combination, GEPT will receive a number of Class A ordinary shares equal to the number of Class A ordinary shares that it would have been entitled to pursuant to the GEPT Issuance); andContingencies

●Forward Purchase a number of Private Placement Warrants equal to 12.5% of the aggregate number of Private Placement Warrants outstanding at the time of the Company’s initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with the initial Business Combination (the “Post-Business Combination Private Placement Warrants”).Agreement

In connection with ~~such~~the ~~issuance~~consummation of the Initial Public Offering, the ~~Sponsor agreed~~Company toentered ~~forfeit~~into toa forward purchase agreement (the ~~Company~~“Forward Purchase ~~for~~Agreement”) nowith ~~consideration~~GEPT, apursuant ~~number~~to ofwhich, ~~Class~~in Bexchange ~~ordinary~~for ~~shares~~$824,500 ~~and~~of ~~Private~~proceeds ~~Placement~~paid ~~Warrants~~to (the ~~“Sponsor Forfeiture”)~~Company ~~such~~simultaneously ~~that~~with the ~~after~~closing of the ~~Sponsor~~Initial ~~Forfeiture~~Public ~~and~~Offering, GEPT has the ~~GEPT~~right, ~~Issuance~~in its discretion, ~~the~~to ~~Sponsor~~purchase ~~will~~up ~~own~~to the lesser of (i) $50.0 million of units and (ii) a number of ~~Class~~units ~~B ordinary shares~~ equal to 8719.599% of the ~~number~~pro forma equity outstanding at the time of ~~Post-~~the closing of the Company’s initial Business Combination, ~~Class~~including Bbut not limited to, any ordinary shares ~~plus~~issued 15in connection with the Initial Public Offering,~~000~~ the Forward Purchase Agreement or any private placement or other offering or to any seller in the initial Business Combination (the “Forward Purchase Units”), with each unit consisting of one Class BA ordinary ~~shares,~~share (the “Forward Purchase Shares”) and 0.425 of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (iithe “Forward Purchase Warrants”), for a ~~number~~purchase price of ~~Private~~$10.00 ~~Placement~~per ~~Warrants~~unit, ~~equal~~in a private placement to ~~87.5%~~occur ofimmediately prior to the ~~number~~closing of ~~Post-Business~~the ~~Combination~~initial ~~Private~~Business ~~Placement Warrants~~Combination.

~~The~~If GEPT ~~Company~~purchases ~~will determine~~ the maximum number of Forward Purchase Units available to beit ~~sold~~ under the Forward Purchase Agreement ~~and GEPT’s obligation to purchase such units will be subject to the satisfaction of certain conditions~~, ~~including, among others,~~ the ~~delivery by GEPT of a notice to the~~ Company ~~that it~~ will ~~purchase the~~issue ~~Forward~~to ~~Purchase Units in whole or in part. The rights of~~ GEPT, ~~under~~at the ~~Forward~~closing ~~Purchase~~of ~~Agreement do not depend on whether any Class A ordinary shares are redeemed by~~ the ~~Public~~Company’s ~~Shareholders.~~initial IfBusiness ~~GEPT~~Combination ~~does~~and ~~not~~prior ~~purchase the maximum number of Forward Purchase Units available~~ to ~~it under~~ the ~~Forward~~conversion ~~Purchase Agreement, GEPT will not be entitled to receive any~~ of the ~~Founder~~Class ~~Shares~~B orordinary ~~Private Placement Warrants~~shares ~~described~~into ~~above,~~Class ~~and~~A ~~the~~ordinary ~~Company~~shares ~~will~~in beaccordance ~~entitled~~with ~~to retain~~ the ~~$824,500~~terms ~~paid~~thereof to (the ~~Company by~~ “GEPT. Issuance”):

~~The~~● ~~Forward~~a ~~Purchase~~number ~~Warrants~~of ~~purchased~~Class byB ordinary shares (the “GEPT ~~under~~ Class B ordinary shares”) that is equal to 12.5% of the ~~Forward~~aggregate ~~Purchase~~number ~~Agreement~~of ~~will~~Class ~~have~~B ordinary shares outstanding at the ~~same~~time ~~terms~~of asthe initial Business Combination prior to the ~~Public~~conversion ~~Warrants.~~of ~~The~~such ~~Private~~Class ~~Placement~~B ~~Warrants~~ordinary shares into Class A ordinary shares pursuant to bethe ~~issued~~terms thereof and after giving effect to the issuance of the GEPT Class B ordinary shares and any other Class B ordinary shares as ~~described~~a ~~above~~result ~~will~~of ~~have~~anti-dilution ~~the~~rights ~~same~~or ~~terms~~other adjustments and bethe ~~subject~~number of Class B ordinary shares transferred, assigned, sold or forfeited in connection with the initial Business Combination but excluding 115,000 Class B ordinary shares from such calculation (the “Post-Business Combination Class B ordinary shares”) (provided, however, that if the Founder Shares are converted into Class A ordinary shares prior to the ~~same~~date ~~transfer~~of ~~restrictions~~the asCompany’s initial Business Combination, GEPT will receive a number of Class A ordinary shares equal to the ~~Private~~number ~~Placement~~of ~~Warrants~~Class ~~held~~A by ordinary shares that it would have been entitled to pursuant to the ~~Sponsor.~~GEPT Issuance); and

14● a number of Private Placement Warrants equal to 12.5% of the aggregate number of Private Placement Warrants outstanding at the time of the Company’s initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with the initial Business Combination (the “Post-Business Combination Private Placement Warrants”).

~~AUTHENTIC EQUITY ACQUISITION CORP.~~14

~~NOTES~~AUTHENTIC EQUITY TOACQUISITION ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ CORP.

~~Registration~~NOTES TO ~~and~~UNAUDITED ~~Shareholder~~CONDENSED ~~Rights~~FINANCIAL STATEMENTS

~~The~~In connection ~~holders~~with ofsuch ~~Founder Shares~~issuance, ~~Private~~the ~~Placement Warrants~~Sponsor ~~and~~agreed ~~warrants~~to ~~that~~forfeit ~~may~~to bethe ~~issued~~Company ~~upon~~for ~~conversion~~no ofconsideration ~~Working~~a ~~Capital~~number ~~Loans~~of ~~(and any~~ Class AB ordinary shares ~~issuable upon the exercise~~ ofand ~~the~~ Private Placement Warrants ~~and~~(the ~~warrants~~“Sponsor ~~that~~Forfeiture”) ~~may~~such bethat ~~issued~~after ~~upon~~the ~~conversion~~Sponsor ofForfeiture ~~Working~~and ~~Capital~~the ~~Loans)~~GEPT ~~are~~Issuance, ~~entitled to registration~~the ~~rights~~Sponsor ~~pursuant~~will toown (i) a ~~registration~~number ~~and shareholder rights agreement signed upon consummation~~ of ~~the~~Class ~~Initial~~B ~~Public~~ordinary ~~Offering.~~shares ~~These~~equal ~~holders are entitled~~ to ~~certain demand and “piggyback” registration rights~~87.5% ~~However,~~of the ~~registration~~number ~~and~~of ~~shareholder~~Post-Business ~~rights~~Combination ~~agreement provides~~Class ~~that~~B ~~the~~ordinary ~~Company~~shares plus ~~will~~15,000 ~~not~~Class ~~permit~~B ~~any~~ordinary ~~registration~~shares, ~~statement~~and ~~filed~~(ii) ~~under~~a ~~the~~number ~~Securities Act to become effective until the termination~~ of ~~the~~Private ~~applicable~~Placement ~~lock-up~~Warrants ~~period~~equal ~~for the securities~~ to ~~be registered~~87.5% ~~The~~of ~~Company will bear~~ the ~~expenses~~number ~~incurred~~of inPost-Business ~~connection with the~~Combination ~~filing~~Private ofPlacement ~~any such registration statements~~Warrants.

~~Pursuant to the Forward Purchase Agreement, the~~The Company ~~has~~will ~~agreed~~determine ~~to use reasonable best efforts to: (i) file within 30 days after~~ the ~~closing~~number of ~~the~~Forward ~~initial~~Purchase ~~Business~~Units ~~Combination~~to ~~a registration~~be ~~statement~~sold ~~with~~under the ~~SEC for a secondary offering of the~~ Forward Purchase ~~Shares~~Agreement and ~~the~~GEPT’s ~~Forward Purchase Warrants (and underlying~~obligation ~~Class~~to Apurchase ~~ordinary shares); (ii) cause~~ such ~~registration~~units ~~statement~~will to be ~~declared~~subject ~~effective~~to ~~promptly~~the ~~thereafter~~satisfaction ~~but~~of incertain noconditions, ~~event~~including, ~~later~~among ~~than sixty~~others, ~~(60)~~the ~~days~~delivery ~~after~~by ~~the~~GEPT ~~initial~~of ~~filing;~~a notice ~~(iii)~~to ~~maintain~~ the ~~effectiveness~~Company ofthat ~~such~~it ~~registration~~will ~~statement~~purchase ~~until~~ the ~~earliest~~Forward ofPurchase ~~(A)~~Units ~~the date~~in onwhole ~~which GEPT~~ or ~~its~~in ~~assignees~~part. ~~cease~~The torights ~~hold~~of ~~the~~GEPT ~~securities~~under ~~covered thereby, and (B)~~ the ~~date~~Forward ~~all~~Purchase Agreement ofdo ~~the~~not ~~securities~~depend ~~covered~~on ~~thereby can~~whether beany ~~sold~~Class ~~publicly~~A ~~without~~ordinary ~~restriction~~shares orare ~~limitation~~redeemed ~~under~~by ~~Rule 144 of~~ the ~~Securities~~Public ~~Act;~~Shareholders. ~~and~~If ~~(iv)~~GEPT ~~after~~does ~~such~~not ~~registration~~purchase ~~statement~~the ismaximum ~~declared~~number ~~effective,~~of ~~cause~~Forward ~~the~~Purchase ~~Company~~Units toavailable ~~conduct firm commitment underwritten offerings, subject~~ to ~~certain~~it ~~limitations.~~under ~~In addition,~~ the Forward Purchase Agreement, ~~provides~~GEPT ~~for~~will ~~certain~~not ~~“piggy-back”~~be ~~registration~~entitled ~~rights~~ to ~~the~~receive ~~holders~~ any of ~~forward~~the ~~purchase~~Founder ~~securities to~~Shares ~~include~~or ~~their~~Private ~~securities~~Placement inWarrants ~~other~~described ~~registration~~above, ~~statements~~and ~~filed by~~ the Company. ~~The~~will ~~Company~~be ~~will~~entitled ~~bear~~to retain the ~~cost~~$824,500 ofpaid ~~registering these~~to ~~securities~~the Company by GEPT.

~~Underwriting~~The Forward Purchase Warrants purchased by GEPT under the Forward Purchase Agreement will have the same terms as the Public Warrants. The Private Placement Warrants to be issued to GEPT as described above will have the same terms and be subject to the same transfer restrictions as the Private Placement Warrants held by the Sponsor.

~~The Company granted the underwriters a 45-day~~Registration option from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less the underwriting discounts and ~~commissions.~~Shareholder ~~On January 20, 2021, the underwriter fully exercised its over-allotment option.~~Rights

The holders ~~underwriters~~of ~~were~~Founder ~~entitled~~Shares, toPrivate anPlacement ~~underwriting discount~~Warrants and warrants that may be issued upon conversion of ~~$0.20~~Working ~~per~~Capital ~~unit,~~Loans or(and ~~$4.6~~any Class ~~million~~A inordinary shares issuable upon the ~~aggregate,~~exercise ~~paid~~of the Private Placement Warrants and warrants that may be issued upon ~~the~~conversion of ~~closing~~Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. InThese ~~addition,~~holders ~~$0.35 per~~are ~~unit,~~entitled orto ~~approximately~~certain ~~$8.1~~demand ~~million~~and in“piggyback” registration rights. However, the ~~aggregate~~registration ~~will~~and beshareholder ~~payable~~rights toagreement provides that the ~~underwriters~~Company ~~for~~will ~~deferred~~not ~~underwriting~~permit ~~commissions.~~any ~~The deferred~~registration ~~underwriting~~statement ~~commissions~~filed under ~~will~~the ~~become~~Securities ~~payable~~Act to ~~the~~become ~~underwriters~~effective ~~from~~until the ~~amounts~~termination ~~held~~of in the ~~Trust~~applicable ~~Account~~lock-up ~~solely~~period infor the ~~event that~~securities ~~the~~to be registered. The Company ~~completes~~will abear ~~Business~~the ~~Combination,~~expenses ~~subject~~incurred toin connection with the ~~terms~~filing of ~~the~~any ~~underwriting~~such ~~agreement~~registration statements.

~~Risks~~Pursuant to the Forward Purchase Agreement, the Company has agreed to use reasonable best efforts to: (i) file within 30 days after the closing of the initial Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the ~~Uncertainties~~Forward Purchase Warrants (and underlying Class A ordinary shares); (ii) cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing; (iii) maintain the effectiveness of such registration statement until the earliest of (A) the date on which GEPT or its assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 of the Securities Act; and (iv) after such registration statement is declared effective, cause the Company to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by the Company. The Company will bear the cost of registering these securities.

~~Various social and political circumstances in~~Underwriting the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.Agreement

~~Management~~The Company ~~continues~~granted ~~to evaluate~~ the ~~impact~~underwriters ~~of these~~a ~~types~~45-day ofoption ~~risks~~from on the ~~industry~~final ~~and~~prospectus ~~has~~relating ~~concluded~~to ~~that~~the ~~while~~Initial itPublic isOffering ~~reasonably~~to ~~possible~~purchase ~~that~~up ~~these types of risks could have a negative~~to ~~effect~~3,000,000 onadditional ~~the~~Units ~~Company’s~~to ~~financial~~cover ~~position~~over-allotments, ~~results~~if ofany, ~~its~~at ~~operations~~$10.00 ~~and/or~~per ~~search for a target company~~Unit, ~~the~~less ~~specific impact is not readily determinable as of~~ the ~~date~~underwriting ofdiscounts ~~these~~and ~~unaudited condensed financial statements~~commissions. ~~The unaudited condensed financial statements~~On doJanuary ~~not~~20, ~~include~~2021, ~~any~~the ~~adjustments~~underwriter ~~that~~fully ~~might~~exercised ~~result~~its ~~from~~over-allotment ~~the outcome of this uncertainty~~option.

15The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~AUTHENTIC EQUITY ACQUISITION CORP.~~15

~~NOTES~~AUTHENTIC EQUITY TOACQUISITION ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ CORP.

~~Note~~NOTES TO ~~6-Warrants~~UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~As of June 30, 2022 and 2021, the Company had~~Risks ~~11,500,000 Public Warrants~~ and ~~the 6,600,000 Private Placement Warrants outstanding.~~Uncertainties

~~Public Warrants may only be exercised for a whole~~Various ~~number~~social ofand ~~shares.~~political ~~The~~circumstances ~~Public~~in ~~Warrants~~the ~~will~~United ~~become~~States ~~exercisable~~and onaround the ~~later~~world of (a)including 30wars ~~days~~and ~~after~~other ~~the~~forms ~~completion~~ of aconflict, ~~Business~~including ~~Combination~~rising ortrade ~~(b)~~tensions 12between ~~months~~the ~~from~~United ~~the~~States ~~closing~~and ofChina, ~~the~~and ~~Initial~~other ~~Public~~uncertainties ~~Offering;~~regarding ~~provided~~actual inand ~~each~~potential ~~case~~shifts ~~that~~in the ~~Company~~United ~~has an effective registration~~States ~~statement~~and ~~under~~foreign, ~~the~~trade, ~~Securities~~economic ~~Act~~and ~~covering~~other ~~the~~policies ~~Class~~with Aother ~~ordinary~~countries, ~~shares~~terrorist ~~issuable~~acts, ~~upon~~security ~~exercise~~operations ~~of the Public Warrants~~ and acatastrophic ~~current~~events ~~prospectus~~such ~~relating~~as tofires, ~~them~~floods, isearthquakes, ~~available~~tornadoes, ~~(or~~hurricanes ~~the Company permits holders to exercise their Public Warrants on a cashless basis~~ and ~~such~~global ~~cashless exercise~~health ~~is exempt from registration under the Securities Act~~epidemics)., ~~The~~may ~~Company~~also ~~agreed~~contribute ~~that~~to asincreased ~~soon~~market ~~as practicable, but in no event later~~volatility ~~than~~and ~~twenty~~economic ~~(20)~~uncertainties ~~business~~or ~~days~~deterioration ~~after~~in the ~~closing~~United ofStates ~~the~~and ~~initial~~worldwide. ~~Business Combination~~Specifically, the ~~Company~~rising ~~will~~conflict ~~use~~between ~~its~~Russia ~~commercially reasonable~~and ~~efforts~~Ukraine, toand ~~file~~resulting ~~with~~market ~~the~~volatility ~~SEC~~could aadversely ~~registration~~affect ~~statement covering~~ the ~~Class A ordinary shares issuable upon exercise of the warrants, and the~~ Company’s ~~will~~ability ~~use its commercially reasonable efforts~~ to ~~cause~~complete ~~the~~a ~~same to become effective within 60~~ business ~~days~~combination. ~~after~~In ~~the closing~~response ofto the ~~initial~~conflict ~~Business~~between ~~Combination,~~Russia and toUkraine, ~~maintain~~ the ~~effectiveness~~United ofStates ~~such registration statement~~ and aother ~~current~~countries ~~prospectus~~have ~~relating to~~imposed ~~those~~sanctions ~~Class A ordinary shares until the warrants expire~~ or ~~are~~other ~~redeemed,~~restrictive ~~as specified in the warrant agreement provided that if the~~actions ~~Class~~against ARussia. ~~ordinary~~Any ~~shares are at the time~~ of ~~any exercise of a warrant not listed on a national securities exchange such that they satisfy~~ the ~~definition~~above offactors, aincluding ~~“covered security” under Section 18(b)(1) of the Securities Act~~sanctions, ~~the~~export ~~Company may~~controls, ~~at its option~~tariffs, ~~require holders~~trade ofwars ~~Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act~~ and, inother ~~the~~governmental ~~event the Company so elects~~actions, ~~it will not be required to file or maintain in effect a registration statement.~~could Ifhave a ~~registration~~material ~~statement~~adverse ~~covering~~effect ~~the~~on ~~Class A ordinary shares issuable upon exercise of~~ the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company’s ~~will~~ability ~~have failed~~ to ~~maintain~~complete ~~an effective registration statement, exercise warrants on~~ a ~~“cashless~~business ~~basis”~~combination inand ~~accordance~~the ~~with~~value ~~Section 3(a)(9)~~ of the ~~Securities Act or another exemption, but the~~ Company ~~will use~~’s ~~its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available~~securities.

~~The~~Management continues ~~warrants~~to ~~have~~evaluate anthe ~~exercise~~impact ~~price~~of these types of ~~$11.50 per~~risks ~~whole~~on ~~share~~the industry and ~~will~~has ~~expire~~concluded ~~five~~that ~~years~~while ~~after~~it ~~the~~is ~~completion~~reasonably possible that these types of risks could have a ~~Business~~negative ~~Combination~~effect oron ~~earlier~~the ~~upon~~Company’s ~~redemption~~financial position, results of its operations and/or ~~liquidation~~search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~In addition, if (x) the Company issues additional~~Note ~~Class A ordinary shares or equity~~6-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.Warrants

~~The Private Placement Warrants and the Forward~~As ~~Purchase~~of ~~Warrants~~September ~~will be identical to the Public Warrants~~30, ~~except~~2022 ~~that the Private Placement Warrants~~ and ~~the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable~~2021, ~~assignable or salable until 30 days after~~ the ~~completion of~~Company ahad ~~Business Combination~~11, ~~subject to certain limited exceptions. Additionally~~500,000 ~~the~~Public ~~Private Placement~~ Warrants ~~will be exercisable on a cashless basis~~ and ~~be non-redeemable, except as described above, so long as they are held by~~ the ~~initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers~~6, ~~GEPT or their permitted transferees~~600, ~~the~~000 Private Placement Warrants ~~will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants~~outstanding.

16Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~AUTHENTIC~~The warrants ~~EQUITY~~have ~~ACQUISITION~~an ~~CORP~~exercise price of $11.50 per whole share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

~~NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ 16

~~Redemption of warrants when the price per Class~~AUTHENTIC AEQUITY ~~ordinary~~ACQUISITION ~~share equals or exceeds $18~~CORP.~~00.~~

~~Once the warrants become exercisable, the Company~~NOTES ~~may~~TO ~~redeem~~UNAUDITED ~~the~~CONDENSED ~~outstanding~~FINANCIAL ~~warrants (except with respect to the Private Placement Warrants):~~STATEMENTS

●In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in ~~whole~~connection with ~~and~~the ~~not~~closing of the initial Business Combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in ~~part;~~good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

●The Private atPlacement aWarrants ~~price~~and the Forward Purchase Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of $0the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.01 ~~per~~Additionally, ~~warrant;~~the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers, GEPT or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

●Redemption of ~~upon~~warrants awhen ~~minimum~~the ofprice 30per ~~days’~~Class ~~prior~~A ~~written~~ordinary ~~notice~~share ofequals ~~redemption;~~or ~~and~~exceeds $18.00.

●Once the ~~if,~~warrants ~~and~~become ~~only if~~exercisable, the ~~last~~Company ~~reported~~may ~~sale~~redeem ~~price (~~the ~~“closing~~outstanding ~~price”)~~warrants ~~of the Class A ordinary shares equals or exceeds $18.00 per share~~ (asexcept ~~adjusted~~with ~~for~~respect ~~share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior~~ to the ~~date~~Private onPlacement ~~which the Company sends the notice of redemption to the warrant holders.~~Warrants):

~~The~~● ~~Company~~in ~~will~~whole ~~not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective~~ and anot ~~current~~in prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.part;

~~Redemption~~● ofat ~~warrants~~a ~~when the~~ price ~~per~~of ~~Class A ordinary share equals or exceeds~~ $100.~~00.~~01 per warrant;

~~Commencing~~● 90upon ~~days~~a ~~after~~minimum ~~the~~of ~~warrants~~30 ~~become~~days’ ~~exercisable, the~~prior ~~Company~~written ~~may~~notice ~~redeem~~of ~~the~~redemption; ~~outstanding warrants:~~and

● inif, ~~whole~~and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and ~~not~~the inlike) ~~part;~~for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

●The Company atwill not redeem the warrants as described above unless a ~~price~~registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of $0the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.10 ~~per~~If ~~warrant;~~and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~● upon a minimum of 30 days’ prior written notice of redemption;~~17

	●	if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
	●	if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above;

AUTHENTIC EQUITY ACQUISITION CORP.

~~provided that holders will be able to exercise~~NOTES ~~their~~TO ~~warrants~~UNAUDITED onCONDENSED aFINANCIAL cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares.STATEMENTS

~~The “fair market value”~~ Redemption of ~~the~~warrants ~~Class A~~when ~~ordinary shares for~~ the ~~above purpose shall mean the volume weighted average~~ price ofper Class A ordinary ~~shares~~share ~~during~~equals ~~the~~or 10exceeds ~~trading days immediately following the date on which the notice of redemption is sent to the holders of warrants~~$10. ~~In no event will the warrants be exercisable in connection with this redemption feature for more than 0~~00.~~365~~ ~~Class A ordinary shares per warrant (subject to adjustment).~~

17Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants:

~~AUTHENTIC~~● ~~EQUITY~~in ~~ACQUISITION~~whole ~~CORP.~~and not in part;

~~NOTES~~● TOat ~~UNAUDITED~~a ~~CONDENSED~~price ~~FINANCIAL~~of ~~STATEMENTS~~$0.10 per warrant;

If● ~~the~~upon ~~Company~~a ~~has~~minimum ~~not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders~~ of ~~warrants~~30 ~~will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company~~days’s ~~assets~~prior ~~held outside~~written notice of ~~the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.~~redemption;

~~Note~~● 7-if, and only if, the closing price of Class A ~~Ordinary~~ordinary ~~Shares~~shares ~~Subject~~equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to ~~Possible Redemption~~the warrant holders; and

~~The~~● ~~Company’s~~if the closing price of the Class A ordinary shares ~~feature certain~~for ~~redemption~~any ~~rights~~20 ~~that~~trading ~~are~~days ~~considered~~within toa be30-trading ~~outside~~day ofperiod ending on the ~~Company’s~~third ~~control~~trading ~~and~~day ~~subject~~prior to the ~~occurrence~~date ofon ~~future~~which ~~events. The~~the Company issends ~~authorized~~the tonotice ~~issue~~of ~~300,000,000~~redemption ~~Class~~to Athe ~~ordinary~~warrant ~~shares~~holders ~~with~~is aless ~~par~~than ~~value of~~ $018.~~0001~~00 per share. ~~Holders~~(as ofadjusted), the ~~Company’s Class~~Private APlacement ~~ordinary~~Warrants ~~shares~~must ~~are~~also ~~entitled~~be toconcurrently ~~one~~called ~~vote~~ for ~~each~~redemption ~~share.~~on Asthe ofsame ~~June~~terms ~~30,~~as ~~2022~~the ~~and~~outstanding ~~December~~Public 31Warrants, ~~2021,~~as ~~there~~described ~~were~~above; ~~23,000,000~~provided ~~Class A~~that ~~ordinary~~holders ~~shares~~will ~~issued~~be able to exercise their warrants on a cashless basis prior to redemption and ~~subject~~receive that number of shares determined by reference to ~~possible~~an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares.

The “fair market value” of the Class A ordinary shares ~~subject~~for tothe ~~possible~~above purpose shall mean the volume weighted average price of ~~redemption~~Class ~~reflected~~A ordinary shares during the 10 trading days immediately following the date on which the ~~condensed~~notice ~~balance~~of ~~sheets~~redemption is ~~reconciled~~sent onto the ~~following~~holders of ~~table:~~warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 Class A ordinary shares per warrant (subject to adjustment).

Gross proceeds received from Initial Public Offering	$	230,000,000
Less:
Fair value of Public Warrants at issuance		(12,420,000	)
Offering costs allocated to Class A ordinary shares		(12,572,940	)
Plus:
Accretion on Class A ordinary shares to redemption value		24,992,940
Class A ordinary shares subject to possible redemption as of December 31, 2021		230,000,000
Increase in redemption value of Class A ordinary shares subject to redemption		234,409
Class A ordinary shares subject to possible redemption as of June 30, 2022	$	230,234,409

If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 8 7-~~Shareholders’~~Class ~~Deficit~~A Ordinary Shares Subject to Possible Redemption

~~Preference~~The Company’s ~~Shares~~Class -A ~~The~~ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 1300,000,000 ~~preference~~Class A ordinary shares with ~~such~~a ~~designations,~~par ~~voting~~value of ~~and~~$0.0001 ~~other~~per ~~rights~~share. ~~and~~Holders ~~preferences~~of asthe ~~may~~Company’s beClass ~~determined from~~A ~~time~~ordinary toshares ~~time~~are byentitled ~~the~~to ~~Company’s~~one ~~board~~vote offor ~~directors~~each share. As of ~~June~~ September 30, 2022 and December 31, 2021, there were no23,000,000 ~~preference~~Class A ordinary shares issued orand ~~outstanding~~subject to possible redemption.

~~Class A Ordinary Shares -~~ The ~~Company~~ ~~is authorized to issue 300,000,000~~ Class A ordinary shares ~~with~~subject ato ~~par~~possible ~~value~~redemption ofreflected ~~$0.0001~~on ~~per~~the ~~share.~~condensed Asbalance ofsheets ~~June~~are ~~30,~~reconciled ~~2022~~on ~~and~~the ~~December~~following ~~31, 2021, there were 23,000,000 Class A ordinary shares issued and outstanding, and all of which were subject to possible redemption and included as temporary equity (see Note 7).~~table:

Class B Ordinary Shares - The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. On October 1, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor. In December 2020, the Company effected a share capitalization with respect to the Class B ordinary shares resulting in an aggregate of 7,000,000 Class B ordinary shares outstanding. At December 31, 2020, of the 7,000,000 Class B ordinary shares outstanding, up to 750,000 Class B ordinary shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, and up to 1,250,000 Class B ordinary shares are subject to forfeiture depending on the number of units purchased by GEPT under the Forward Purchase Agreement if such number is below 5,000,000, so that the initial shareholders will collectively own approximately 20% of the Company’s issued and outstanding ordinary shares (less the total number of Class B ordinary shares forfeited (if any) by the Sponsor to the extent less than 5,000,000 units are purchased under the Forward Purchase Agreement) plus the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement (See Note 6). On January 20, 2021, the underwriter fully exercised its over-allotment option; thus, 750,000 Class B ordinary shares were no longer subject to forfeiture. As of June 30, 2022 and December 31, 2021, there were 7,000,000 shares of Class B ordinary shares issued and outstanding, including up to 1,250,000 Class B ordinary shares were subject to forfeiture depending on the number of units purchased under the Forward Purchase Agreement.

Gross proceeds received from Initial Public Offering	$	230,000,000
Less:
Fair value of Public Warrants at issuance		(12,420,000	)
Offering costs allocated to Class A ordinary shares		(12,572,940	)
Plus:
Accretion on Class A ordinary shares to redemption value		24,992,940
Class A ordinary shares subject to possible redemption as of December 31, 2021		230,000,000
Accretion on Class A ordinary shares to redemption value		1,249,910
Class A ordinary shares subject to possible redemption as of September 30, 2022	$	231,249,910

AUTHENTIC EQUITY ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Ordinary shareholders of record are entitled to~~Note one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company8-Shareholders’~~s shareholders~~ ~~except as required by law.~~Deficit

~~The Class B ordinary shares will automatically~~Preference convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares ~~will equal, in the aggregate, on an as~~-~~converted~~ ~~basis,~~The ~~20%~~Company ofis ~~the~~authorized ~~sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (less the total number of Class B ordinary shares forfeited (if any) by the Sponsor~~ to ~~the~~issue ~~extent less than 5~~1,000,000 ~~units~~ ~~are~~preference ~~purchased~~shares ~~under~~with ~~the~~such ~~Forward~~designations, ~~Purchase~~voting ~~Agreement)~~ and ~~the~~other ~~number~~rights ofand ~~Class~~preferences as ~~A ordinary shares that~~ may be ~~sold~~determined ~~pursuant~~from time to ~~the~~time Forward Purchase Agreement, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company’s inboard ~~connection~~of ~~with~~directors. orAs ~~in relation to the consummation~~ of ~~the~~September ~~initial Business Combination~~30, ~~excluding~~2022 ~~any~~and ~~Class~~December ~~A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued~~31, ~~deemed issued~~2021, ~~or to be issued, to any seller in the initial Business Combination, any Private Placement~~there ~~Warrants~~were ~~issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans and any Forward Purchase Warrants. In~~ no ~~event~~preference ~~will the Class B ordinary~~ shares ~~convert~~issued ~~into~~or ~~Class A ordinary shares at a rate of less than one-to-one~~outstanding.

~~Note~~Class A 9Ordinary Shares -~~Fair~~ ~~Value~~The ~~Measurements~~Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 23,000,000 Class A ordinary shares issued and outstanding, and all of which were subject to possible redemption and included as temporary equity (see Note 7).

Class B Ordinary Shares - The ~~following~~Company ~~table~~is ~~presents~~authorized ~~information~~to ~~about~~issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. On October 1, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor. In December 2020, the Company effected a share capitalization with respect to the Class B ordinary shares resulting in an aggregate of 7,000,000 Class B ordinary shares outstanding. At December 31, 2020, of the 7,000,000 Class B ordinary shares outstanding, up to 750,000 Class B ordinary shares were subject to forfeiture to the extent that the underwriters’s ~~assets~~over-allotment option was not exercised in full or in part, and ~~liabilities~~up ~~that~~to 1,250,000 Class B ordinary shares are ~~measured~~subject atto ~~fair~~forfeiture ~~value~~depending on athe ~~recurring~~number ~~basis~~of asunits purchased by GEPT under the Forward Purchase Agreement if such number is below 5,000,000, so that the initial shareholders will collectively own approximately 20% of ~~June~~the Company’s issued and outstanding ordinary shares (less the total number of Class B ordinary shares forfeited (if any) by the Sponsor to the extent less than 5,000,000 units are purchased under the Forward Purchase Agreement) plus the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement (See Note 6). On January 20, 2021, the underwriter fully exercised its over-allotment option; thus, 750,000 Class B ordinary shares were no longer subject to forfeiture. As of September 30, 2022 and December 31, 2021, there were 7,000,000 shares of Class B ordinary shares issued and ~~indicates~~outstanding, ~~the~~including ~~fair~~up ~~value~~to ~~hierarchy~~1,250,000 ofClass ~~the~~B ~~valuation~~ordinary ~~techniques~~shares ~~that~~were subject to forfeiture depending on the ~~Company~~number ~~utilized~~of tounits ~~determine~~purchased ~~such~~under ~~fair~~the ~~value~~Forward Purchase Agreement.

	Fair Value Measured as of June 30, 2022
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account -Mutual Funds	$	230,334,409	$	-	$	-
Liabilities:
Derivative liabilities - Public Warrants	$	1,150,000	$	-	$	-
Derivative liabilities - Private Placement Warrants	$	-	$	660,000	$	-
Derivative liabilities - Forward Purchase Agreement	$	-	$	-	$	81,600

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law.

	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account - Mutual Funds	$	230,021,742	$	-	$	-
Liabilities:
Derivative liabilities - Public Warrants	$	6,210,000	$	-	$	-
Derivative liabilities - Private Placement Warrants	$	-	$	3,564,000	$	-
Derivative liabilities - Forward Purchase Agreement	$	-	$	-	$	36,600

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering (less the total number of Class B ordinary shares forfeited (if any) by the Sponsor to the extent less than 5,000,000 units are purchased under the Forward Purchase Agreement) and the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans and any Forward Purchase Warrants. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants and the Private Placement Warrants transferred from a Level 3 measurement to a Level 1 and a Level 2 fair value measurement in March 2021, respectively, when the Public Warrants were separately listed and traded. There were no transfers during the three and six months ended June 30, 2022.19

19AUTHENTIC EQUITY ACQUISITION CORP.

~~AUTHENTIC~~NOTES TO ~~EQUITY~~UNAUDITED ~~ACQUISITION~~CONDENSED ~~CORP.~~FINANCIAL STATEMENTS

~~NOTES~~Note 9-Fair TOValue ~~UNAUDITED CONDENSED FINANCIAL STATEMENTS~~ Measurements

~~Level~~The following 1table ~~instruments~~presents ~~include~~information ~~investments~~about ~~invested in~~the ~~mutual~~Company’s ~~funds~~assets ~~that~~and ~~invest~~liabilities inthat ~~U.S.~~are ~~government~~measured ~~securities.~~at ~~The~~fair ~~Company~~value ~~uses~~on ~~inputs~~a ~~such~~recurring basis as ~~actual~~of ~~trade~~September ~~data~~30, ~~benchmark~~2022 ~~yields~~and December 31, ~~quoted market~~2021 ~~prices~~and ~~from~~indicates ~~dealers~~the orfair ~~brokers,~~value ~~and~~hierarchy ~~other~~of ~~similar~~the ~~sources~~valuation totechniques ~~determine~~that the ~~fair~~Company utilized ~~value~~to ofdetermine ~~its~~such ~~investments~~fair value.

The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a binomial lattice model and subsequently been measured based on the market price of such warrants at each measurement date. The fair value of warrants issued in connection with the Private Placement was initially measured using Black-Scholes Option Pricing model and subsequently using the quoted price in active market when the Public Warrants were separately listed and traded. The fair value of the units committed to be issued in connection with the forward purchase agreement has been estimated using Black-Scholes Option Pricing model at each measurement date. For the three months ended June 30, 2022 and 2021, the Company recognized a gain/(loss) on change in the fair value of derivative instruments of approximately $3.5 million and $(4.1 million), respectively, presented on the accompanying unaudited condensed statements of operations. For the six months ended June 30, 2022 and 2021, the Company recognized a gain on change in the fair value of derivative instruments of approximately $7.9 million and $4.8 million, respectively, presented on the accompanying unaudited condensed statements of operations.

	Fair Value Measured as of September 30, 2022
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account -Mutual Funds	$	231,349,910	$	-	$	-
Liabilities:
Derivative liabilities - Public Warrants	$	460,000	$	-	$	-
Derivative liabilities - Private Placement Warrants	$	-	$	264,000	$	-
Derivative liabilities - Forward Purchase Agreement	$	-	$	-	$	18,000

The change in the fair value of the Level 3 derivative liabilities (assets) for the six months ended June 30, 2022 and 2021 are summarized as follows:

	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account - Mutual Funds	$	230,021,742	$	-	$	-
Liabilities:
Derivative liabilities - Public Warrants	$	6,210,000	$	-	$	-
Derivative liabilities - Private Placement Warrants	$	-	$	3,564,000	$	-
Derivative liabilities - Forward Purchase Agreement	$	-	$	-	$	36,600

Derivative liabilities as of January 1, 2022	$	36,600
Change in fair value of derivative assets and liabilities		(115,200	)
Derivative (assets) as of March 31, 2022		(78,600	)
Change in fair value of derivative assets and liabilities		160,200
Derivative liabilities as of June 30, 2022	$	81,600

Derivative liabilities as of January 1, 2021	$	-
Issuance of Public and Private Warrants		19,548,000
Initial fair value of forward purchase agreement		824,500
Public Warrants transfer to Level 1		(12,420,000	)
Private Warrants transfer to Level 2		(7,128,000	)
Change in fair value of derivative assets and liabilities		(915,800	)
Derivative (assets) as of March 31, 2021		(91,300	)
Change in fair value of derivative assets and liabilities		256,700
Derivative liabilities as of June 30, 2021	$	165,400

Level 1 instruments include investments invested in mutual funds that invest in U.S. government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The ~~estimated~~ fair value of the ~~forward~~warrants ~~purchase agreement~~issued isin ~~determined~~connection ~~using~~with ~~Level~~the 3Initial ~~inputs.~~Public ~~Inherent~~Offering inwas ainitially ~~Black-Scholes~~measured ~~Option~~using ~~Pricing~~a ~~model~~binomial ~~are assumptions related to expected stock-price~~lattice ~~volatility,~~model ~~expected life, risk-free interest rate~~ and ~~dividend~~subsequently ~~yield.~~has ~~The~~been ~~Company~~measured ~~estimates~~based ~~the~~on ~~volatility of~~ the ~~forward~~market ~~purchase~~price ~~unit based~~of onsuch ~~implied~~warrants ~~volatility~~at ~~from~~each ~~the~~measurement ~~Company’s~~date. ~~traded~~The ~~units~~fair ~~and~~value ~~from historical volatility~~ of warrants ~~select~~issued ~~peer~~in ~~company’s~~connection ~~ordinary shares~~with ~~that matches~~ the ~~expected~~Private ~~remaining~~Placement ~~life~~was ofinitially ~~the~~measured ~~units.~~using ~~The risk~~Black-~~free~~Scholes ~~interest~~Option ~~rate~~Pricing ismodel ~~based on the U.S. Treasury zero-coupon yield~~and ~~curve~~subsequently onusing the ~~grant~~quoted ~~date~~price ~~for~~in aactive ~~maturity~~market ~~similar~~when to the ~~expected~~Public ~~remaining~~Warrants ~~life~~were ofseparately ~~the~~listed ~~unit~~and traded. The ~~expected~~fair ~~life~~value of the ~~forward~~units ~~purchase~~committed ~~unit is assumed~~ to be ~~equivalent~~issued toin ~~their~~connection ~~remaining~~with ~~contractual~~the ~~term.~~forward ~~The~~purchase ~~dividend~~agreement ~~rate~~has isbeen ~~based~~estimated onusing ~~the~~Black-Scholes ~~historical rate, which the Company~~Option ~~anticipates~~Pricing ~~remaining~~model at ~~zero~~each measurement date.

20For the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2022 and 2021, the Company recognized a gain resulting from a decrease in the fair value of derivative liabilities of approximately $1.1 million and $3.3 million, and approximately $9.1 million and $8.1 million, respectively, presented as change in fair value of derivative instruments on the accompanying unaudited condensed statements of operations.

~~AUTHENTIC~~The change ~~EQUITY~~in ~~ACQUISITION~~the ~~CORP.~~fair value of the Level 3 derivative liabilities (assets) for the nine months ended September 30, 2022 and 2021 is summarized as follows:

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Derivative liabilities as of January 1, 2022	$	36,600
Change in fair value of derivative assets and liabilities		(115,200	)
Derivative (assets) as of March 31, 2022		(78,600	)
Change in fair value of derivative assets and liabilities		160,200
Derivative liabilities as of June 30, 2022		81,600
Change in fair value of derivative assets and liabilities		(63,600	)
Derivative liabilities as of September 30, 2022	$	18,000

~~The following table provides quantitative information regarding Level 3 fair vale measurements inputs of the forward purchase agreement at each measurement date:~~20

	As of June 30, 2022			As of December 31, 2021
Exercise price	$	10.00		$	10.00
Unit price	$	9.89		$	9.99
Term (in years)		0.60			0.80
Volatility		2.20	%		11.40	%
Risk-free interest rate		2.50	%		0.30	%
Dividend yield		-			-
Probability of completing a Business Combination		50.00	%		80.00	%

AUTHENTIC EQUITY ACQUISITION CORP.

~~Note~~NOTES TO ~~10-Subsequent~~UNAUDITED ~~Events~~CONDENSED FINANCIAL STATEMENTS

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent event that would have required adjustment or disclosure in the unaudited condensed financial statements.

Derivative liabilities as of January 1, 2021	$	-
Issuance of Public and Private Warrants		19,548,000
Initial fair value of forward purchase agreement		824,500
Public Warrants transfer to Level 1		(12,420,000	)
Private Warrants transfer to Level 2		(7,128,000	)
Change in fair value of derivative assets and liabilities		(915,800	)
Derivative (assets) as of March 31, 2021		(91,300	)
Change in fair value of derivative assets and liabilities		256,700
Derivative liabilities as of June 30, 2021		165,400
Change in fair value of derivative assets and liabilities		(200,100	)
Derivative (assets) as of September 30, 2021	$	(34,700	)

21The estimated fair value of the forward purchase agreement is determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of the forward purchase unit based on implied volatility from the Company’s traded units and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the units. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the unit. The expected life of the forward purchase unit is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

~~Item~~The following 2.table ~~Management’s~~provides ~~Discussion~~quantitative ~~and~~information ~~Analysis~~regarding ofLevel ~~Financial~~3 ~~Condition~~fair ~~and~~vale ~~Results~~measurements inputs of ~~Operations.~~the forward purchase agreement at each measurement date:

References to the “Company,” “our,” “us” or “we” refer to Authentic Equity Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

	As of September 30, 2022			As of December 31, 2021
Exercise price	$	10.00		$	10.00
Unit price	$	9.97		$	9.99
Term (in years)		0.30			0.80
Volatility		5.40	%		11.40	%
Risk-free interest rate		3.50	%		0.30	%
Dividend yield		-			-
Probability of completing a Business Combination		5.00	%		80.00	%

~~Cautionary~~ Note ~~Regarding Forward~~ 10-~~Looking~~Subsequent ~~Statements~~Events

~~This Quarterly Report on Form 10-Q includes~~Management ~~forward-looking~~has ~~statements~~evaluated ~~within~~subsequent ~~the~~events ~~meaning~~and oftransactions ~~Section~~that ~~27A~~occurred ofafter the ~~Securities~~balance ~~Act~~sheet ofdate ~~1933,~~up asto ~~amended, and Section 21E of~~ the ~~Securities Exchange~~date ~~Act of 1934, as amended (~~the ~~“Exchange~~unaudited ~~Act”).~~condensed ~~We have based these forward-looking~~ financial statements onwere ~~our current expectations and projections about future events~~issued. ~~These~~Based ~~forward-looking~~upon ~~statements~~this ~~are subject to known and unknown risks~~review, ~~uncertainties~~the ~~and~~Company ~~assumptions about~~did usnot ~~that~~identify ~~may cause our actual results, levels of activity, performance or achievements to be materially different from~~ any ~~future results,~~subsequent ~~levels~~event ofthat activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would~~,” “expect,”~~ ~~“plan,”~~have ~~“anticipate,”~~required ~~“believe,” “estimate,” “continue,”~~adjustment or ~~the~~disclosure ~~negative~~in ~~of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and~~ the ~~financing~~unaudited ~~thereof,~~condensed ~~and~~financial ~~related matters, as well as all other~~ statements ~~other than statements of historical fact included in this Form 10-Q~~. ~~Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.~~

~~Overview~~ 21

~~We are a blank check company incorporated as a~~Item ~~Cayman Islands company on September 29, 2020~~2. WeManagement’s ~~were~~Discussion ~~formed~~and ~~for~~Analysis ~~the~~of ~~purpose~~Financial ~~entering~~Condition ~~into~~and aResults ~~merger,~~of ~~share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (the “Business Combination”)~~Operations.

~~Sponsor~~References to the “Company,” “our,” “us” or “we” refer to Authentic Equity Acquisition Corp. The following discussion and ~~Financing~~analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Our Sponsor is Authentic Equity Sponsor LLC, a~~Cautionary ~~Delaware~~Note ~~limited~~Regarding liability company (the “Sponsor”). The registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on January 14, 2021. On January 20, 2021, we consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover overForward-~~allotments~~Looking (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions.Statements

~~Simultaneously~~This Quarterly ~~with~~Report ~~the~~on ~~closing~~Form of10-Q includes forward-looking statements within the ~~Initial Public~~meaning ~~Offering,~~of weSection ~~consummated~~27A of the ~~sale~~Securities Act of 61933,~~600~~ as amended,~~000~~ ~~warrants~~and ~~(each,~~Section a21E ~~“Private~~of ~~Placement~~the ~~Warrant”~~Securities ~~and~~Exchange ~~collectively~~Act of 1934, as amended (the “~~Private~~Exchange ~~Placement Warrants~~Act”). toWe ~~the~~have ~~Sponsor~~based ~~for~~these anforward-looking statements ~~aggregate~~on ~~purchase~~our ~~price~~current ofexpectations ~~approximately~~and $5projections about future events.8 ~~million~~These forward-looking statements are subject to known and unknown risks, uncertainties and ~~incurred~~assumptions ~~offering costs~~about us that may cause our actual results, levels of ~~approximately~~activity, ~~$18~~performance or achievements to be materially different from any future results,~~000~~ levels of activity, inperformance aor ~~private~~achievements ~~placement~~expressed ~~(the~~or ~~“Private~~implied ~~Placement”)~~by such forward-looking statements. In ~~addition~~some cases, ~~the~~you ~~Company~~can ~~consummated~~identify ~~the sale~~forward-looking ofstatements ~~certain~~by ~~rights~~terminology tosuch ~~General~~as ~~Electric~~“may,” ~~Pension~~“should,” “could,” ~~Trust~~“would,” (“~~GEPT~~expect,” ~~and~~“plan,” ~~such~~“anticipate,” ~~rights~~“believe,” “estimate,” “continue,” or the ~~“GEPT~~negative ~~Rights”)~~of ~~for~~such ~~gross~~terms or other similar expressions. Such statements include, ~~proceeds~~but ofare ~~$824~~not limited to,~~500~~ possible business combinations and the financing thereof, ~~which~~and ~~will~~related ~~allow~~matters, ~~GEPT~~as towell ~~purchase~~as upall toother ~~$50.0~~statements other ~~million~~than statements of ~~Forward~~historical ~~Purchase~~fact ~~Units~~included ~~(as~~in ~~defined~~this ~~below)~~Form ~~immediately~~10-Q. ~~prior~~Factors that might cause or contribute to such a discrepancy include, but are not limited to, anthose ~~initial~~described ~~Business~~in ~~Combination~~our other Securities and Exchange Commission (“SEC”) filings.

~~Trust Account~~Overview

~~Upon the closing of the Initial Public Offering~~We ~~and~~are ~~the~~a ~~Private~~blank ~~Placement,~~check ~~$230.0~~company ~~million~~incorporated ~~($10.00~~as ~~per~~a ~~Unit)~~Cayman ofIslands ~~the~~company ~~net~~on ~~proceeds~~September of29, ~~the~~2020. ~~Initial~~We ~~Public Offering and certain of the proceeds of the Private Placement~~ were ~~placed~~formed infor ~~a trust account (“Trust Account”) located in~~ the ~~United~~purpose ~~States~~entering ~~with Continental Stock~~into ~~Transfer~~a &merger, ~~Trust~~share ~~Company~~exchange, ~~acting~~asset ~~as trustee~~acquisition, ~~and~~share ~~are invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940~~purchase, ~~as amended (the “Investment Company Act”)~~recapitalization, ~~having~~reorganization ~~a maturity of 185 days~~ or ~~less~~other orsimilar inbusiness ~~money~~combination ~~market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act,~~with ~~which~~one ~~invest~~or ~~only~~more intarget ~~direct~~businesses ~~U.S. government treasury obligations, until the earlier of:~~ (i) the ~~completion of a~~ “Business Combination ~~and (ii~~”) ~~the distribution of the Trust Account as described below~~.

22Sponsor and Financing

Our Sponsor is Authentic Equity Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for our initial public offering (the “Initial ~~Business~~Public ~~Combination~~Offering”) was declared effective on January 14, 2021. On January 20, 2021, we consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.3 million, of which approximately $8.1 million was for deferred underwriting commissions.

~~Our management has broad discretion~~ Simultaneously with ~~respect to~~ the ~~specific~~closing ~~application~~ of the ~~net proceeds of the~~ Initial Public Offering, we consummated the sale of ~~Private~~6,600,000 ~~Placement~~warrants ~~Warrants~~(each, ~~and~~a ~~the~~“Private ~~sale~~Placement ofWarrant” ~~the~~and ~~GEPT Rights~~collectively, ~~although substantially all of~~ the ~~net~~“Private ~~proceeds~~Placement ~~are~~Warrants”) ~~intended~~ to bethe ~~applied~~Sponsor ~~generally~~for ~~toward~~an ~~consummating~~aggregate apurchase ~~Business~~price ~~Combination~~of approximately $5.8 ~~There~~million, isand noincurred ~~assurance~~offering ~~that~~costs weof ~~will~~approximately be$18,000, ~~able~~in toa ~~complete~~private aplacement ~~Business~~(the ~~Combination~~“Private ~~successfully~~Placement”). ~~Our~~In ~~initial Business Combination must be with~~addition, ~~one~~the orCompany ~~more~~consummated ~~operating~~the ~~businesses~~sale orof ~~assets~~certain ~~with~~rights ~~a fair market value equal~~ to atGeneral ~~least~~Electric ~~80%~~Pension ~~of the net assets held in the~~ Trust ~~Account~~ (~~excluding~~“GEPT” ~~the deferred underwriting commissions~~ and ~~taxes~~such ~~payable~~rights, on the ~~interest earned on the trust account~~“GEPT Rights”) atfor ~~the~~gross ~~time~~proceeds of ~~the signing of the agreement to enter into the initial Business Combination. However~~$824,500, wewhich will ~~only~~allow ~~complete~~GEPT ato ~~Business~~purchase ~~Combination~~up ifto ~~the post-transaction company owns or acquires~~ $50%.0 ormillion ~~more~~ of ~~the~~Forward ~~outstanding~~Purchase ~~voting~~Units ~~securities~~(as ~~of the target or otherwise acquires a controlling interest in~~defined ~~the~~below) ~~target~~immediately ~~sufficient~~prior ~~for it not~~ to ~~be required to register as~~ an ~~investment~~initial ~~company~~Business ~~under the Investment Company Act~~Combination.

If we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust ~~Account, including interest earned on the funds held in the Trust Account and not previously released~~ to us to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.Account

~~Liquidity~~Upon the closing of the Initial Public Offering and ~~Going~~the ~~Concern~~Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

~~As of June 30, 2022, we had approximately $50,000 in our operating bank account and a working capital deficit of approximately $668,000.~~22

~~Our liquidity needs to date have been satisfied~~Initial through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $97,000 from the Sponsor pursuant to a promissory note originally issued on September 30, 2020 (the “Note”), and certain portion of the proceeds from the Private Placement and sale of the GEPT Right held outside of the Trust Account. We repaid the Note in full on January 20, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

WeOur management ~~may~~has ~~need~~broad discretion with respect to ~~raise~~the ~~additional~~specific ~~capital~~application ~~through loans~~of orthe ~~additional~~net ~~investments~~proceeds ~~from~~of ~~its~~the ~~Sponsor,~~Initial anPublic ~~affiliate~~Offering, the sale of ~~the~~Private ~~Sponsor,~~Placement orWarrants ~~its~~and ~~officers~~the orsale ~~directors.~~of ~~Our~~the ~~officers~~GEPT Rights, ~~directors~~although ~~and Sponsor,~~substantially orall ~~their~~of ~~affiliates,~~the ~~may,~~net ~~but~~proceeds are ~~not~~intended ~~obligated~~ to, ~~loan~~be usapplied generally ~~funds,~~toward ~~from~~consummating ~~time~~a toBusiness ~~time~~Combination. orThere atis ~~any~~no ~~time,~~assurance inthat ~~whatever~~we ~~amount~~will ~~they~~be able to complete a Business Combination successfully. ~~deem~~Our ~~reasonable~~initial inBusiness ~~their~~Combination ~~sole~~must ~~discretion,~~be towith ~~meet~~one ~~the~~or ~~Company’s~~more ~~working~~operating ~~capital~~businesses ~~needs.~~or ~~Accordingly,~~assets wewith ~~may~~a ~~not~~fair bemarket ~~able~~value equal to ~~obtain~~at least 80% ~~additional~~of ~~financing.~~the Ifnet weassets ~~are~~held ~~unable~~in tothe ~~raise~~Trust ~~additional~~Account ~~capital,~~(excluding itthe ~~may~~deferred beunderwriting ~~required~~commissions toand ~~take~~taxes ~~additional~~payable ~~measures~~on tothe ~~conserve~~interest ~~liquidity,~~earned ~~which~~on ~~could~~the ~~include,~~trust ~~but~~account) ~~not~~at ~~necessarily~~the betime ~~limited~~of ~~to,~~the ~~curtailing~~signing ~~operations,~~of ~~suspending~~ the ~~pursuit~~agreement ofto aenter ~~potential~~into ~~transaction~~the initial Business Combination. However, ~~reducing~~we will only ~~overhead~~complete ~~expenses,~~a ~~and~~Business ~~extending~~Combination if the ~~terms~~post-transaction ~~and~~company ~~due~~owns ~~dates~~or acquires 50% or more of ~~certain~~the ~~accrued~~outstanding ~~expenses~~voting ~~and~~securities ~~other~~of the ~~liabilities.~~target Weor ~~cannot~~otherwise ~~provide~~acquires ~~any~~a ~~assurance that~~controlling ~~new~~interest ~~financing~~in ~~will~~the target sufficient for it not to be ~~available~~required to itregister onas ~~commercially~~an ~~acceptable~~investment company ~~terms,~~under ifthe atInvestment ~~all~~Company Act.

InIf we ~~connection~~are ~~with~~unable ~~our~~to ~~assessment~~complete ofa ~~going~~Business ~~concern considerations~~Combination inwithin ~~accordance~~the ~~with~~Combination ~~FASB~~Period, ~~Accounting~~we ~~Standards~~will ~~Update~~ (~~“ASU”~~i) ~~2014-15,~~cease ~~“Disclosure~~all ofoperations ~~Uncertainties~~except ~~about~~for the purpose anof ~~Entity’s~~winding ~~Ability~~up; to(ii) ~~Continue~~as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share ~~Going~~price, ~~Concern~~payable in cash,” weequal ~~have~~to ~~determined~~the ~~that~~aggregate amount then on deposit in the ~~working~~Trust ~~capital~~Account, ~~deficit~~including ~~and~~interest ~~mandatory~~earned ~~liquidation~~on the ~~and~~funds ~~subsequent~~held ~~dissolution~~in ~~raises~~the ~~substantial~~Trust ~~doubt~~Account ~~about~~and ~~our~~not ~~ability~~previously released to ~~continue~~us asto apay ~~going~~its ~~concern.~~tax Noobligations, ~~adjustments~~if ~~have~~any ~~been~~(less ~~made~~up to $100,000 of interest ~~the~~to ~~carrying~~pay ~~amounts~~dissolution expenses) divided by the number of ~~assets~~the orthen-outstanding ~~liabilities~~Public ~~should~~Shares, wewhich beredemption ~~required~~will completely extinguish Public Shareholders’ rights as shareholders (including the right to ~~liquidate~~receive ~~after~~further ~~January~~liquidation 20distributions, ~~2023.~~if ~~The~~any); ~~financial~~and ~~statements~~(iii) as dopromptly ~~not~~as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of ~~include~~directors, ~~any~~liquidate ~~adjustment~~and ~~that~~dissolve, ~~might~~subject bein ~~necessary~~the ifcase weof ~~are~~clauses ~~unable~~(ii) and (iii), to ~~continue~~our asobligations aunder ~~going~~Cayman ~~concern~~Islands law to provide for claims of creditors and the requirements of other applicable law.

~~We continue to evaluate the impact of the COVID-19~~Liquidity ~~pandemic~~ and ~~has~~Going concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Concern

23As of September 30, 2022, we had approximately $8,000 in our operating bank account and a working capital deficit of approximately $854,000 including $25,000 in working capital loans- related party.

~~Results~~Our liquidity needs to date have been satisfied through a contribution of ~~Operations~~$25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of approximately $97,000 from the Sponsor pursuant to a promissory note originally issued on September 30, 2020 (the “Note”), and certain portion of the proceeds from the Private Placement and sale of the GEPT Right held outside of the Trust Account. We repaid the Note in full on January 20, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

~~Our~~On September ~~entire~~8, ~~activity~~2022, ~~from~~we ~~inception~~issued toan ~~June~~unsecured ~~30,~~promissory note (the “Working capital loan-related party”) in the principal amount ~~2022~~of ~~was~~up ~~for~~to ~~our~~$250,000 ~~formation~~to the Sponsor, ~~preparation~~which ~~for~~may be drawn down by us from time to time to the consummation of the initial business combination upon our ~~Initial~~written ~~Public~~notice ~~Offering,~~to the Sponsor and, ~~since~~subject to the ~~closing~~sole discretion of ~~our~~the ~~Initial~~Sponsor. ~~Public~~Interest ~~Offering~~will accrue on the unpaid and outstanding principal balance of the Working capital loan-related party at the lowest short-term Applicable Federal Rate beginning on the date of issuance. The Working capital loan-related party is repayable in full upon the date of the Business Combination. At the Sponsor’s option, at any time prior to the Business Combination, any amounts outstanding under the Working capital loan-related party may be converted into warrants at a ~~search~~price of $1.00 per warrant to purchase one Class A ordinary share. The warrants will have the same terms as the existing ~~for~~private placement warrants, except that these warrants will not be subject to forfeiture in connection with the Business Combination. If we do not complete a business combination, ~~candidates.~~the WeWorking capital loan-related party will not be ~~generating~~repaid, ~~any~~and ~~operating~~all ~~revenues~~amounts ~~until~~owed under it will be forgiven except to the ~~closing~~extent ~~and~~that ~~completion~~we have funds available to it outside of our ~~initial~~trust account established in connection with ~~Business~~its ~~Combination~~initial public offering. During the three and nine months ended September 30, at2022, we withdrew $25,000 and accrued $35 interest pursuant to the ~~earliest~~Working capital loan-related party. As of September 30, 2022 and December 31, 2021, there were approximately $25,000 and $0 outstanding Working Capital Loans, respectively.

For the three months ended June 30, 2022, we had net income of approximately $3.6 million, which consisted of approximately $3.5 million of a gain from change in fair value of derivative instruments and approximately $292,000 of net gain from investments held in Trust Account, partially offset by approximately $134,000 of general and administrative expenses and $30,000 of related party administrative fees.23

~~For~~We may ~~the~~need ~~three~~to ~~months~~raise ~~ended~~additional ~~June~~capital 30through loans or additional investments from its Sponsor, ~~2021~~an affiliate of the Sponsor, weor ~~had~~its officers ~~net~~or ~~loss~~directors. ofOur ~~approximately~~officers, ~~$4.3~~directors ~~million~~and Sponsor, ~~which~~or ~~consisted~~their ofaffiliates, ~~approximately~~may, ~~$4.1~~but ~~million~~are ofnot aobligated ~~loss~~to, loan us funds, from ~~change~~time to time or at any time, in ~~fair~~whatever ~~value~~amount ofthey ~~derivative~~deem reasonable in their sole discretion, to meet the Company’s working capital needs. ~~instruments~~Accordingly, ~~approximately~~we ~~$216~~may not be able to obtain additional financing. If we are unable to raise additional capital,~~000~~ ofit ~~general~~may ~~and~~be ~~administrative~~required ~~expenses~~to ~~and~~take additional ~~$30~~measures to conserve liquidity,~~000~~ ofwhich ~~related~~could ~~party~~include, ~~administrative~~but ~~fees~~not necessarily be limited to, ~~partially~~curtailing operations, suspending ~~offset~~the bypursuit ~~approximately~~of $6a potential transaction,~~000~~ reducing overhead expenses, and extending the terms and due dates of ~~net~~certain ~~gain~~accrued ~~from~~expenses and ~~investments~~other ~~held~~liabilities. inWe ~~Trust~~cannot ~~Account~~provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~For~~In connection ~~the~~with ~~six~~our ~~months~~assessment ~~ended~~of ~~June~~going 30concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, ~~2022~~“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we ~~had~~have determined ~~net~~that ~~income~~the ofworking ~~approximately~~capital ~~$7.8~~deficit ~~million,~~and ~~which~~mandatory ~~consisted~~liquidation ofand ~~approximately~~subsequent ~~$7.9~~dissolution ~~million~~raises ofsubstantial doubt about our ability to continue as a ~~gain~~going ~~from~~concern. ~~change~~No inadjustments ~~fair~~have ~~value~~been ofmade ~~derivative instruments~~to ~~and~~the ~~approximately~~carrying ~~$313,000~~amounts of ~~net~~assets ~~gain~~or ~~from~~liabilities ~~investments~~should ~~held~~we inbe ~~Trust~~required ~~Account~~to liquidate after January 20, ~~partially~~2023. ~~offset~~The byfinancial ~~approximately~~statements ~~$407,000 of~~do ~~general~~not ~~and~~include ~~administrative~~any ~~expenses~~adjustment ~~and~~that ~~$60,000~~might ofbe ~~related~~necessary ~~party~~if ~~administrative~~we ~~fees~~are unable to continue as a going concern.

~~For~~We continue ~~the~~to ~~six~~evaluate ~~months~~the ~~ended~~impact ~~June 30, 2021, we had net income~~ of ~~approximately~~the ~~$1.9~~COVID-19 ~~million,~~pandemic ~~which~~and ~~consisted~~has ofconcluded ~~approximately~~that ~~$4.8~~the ~~million~~specific ofimpact ais ~~gain~~not ~~from~~readily ~~change~~determinable inas ~~fair value~~ of ~~derivative~~ ~~instruments,~~the ~~approximately~~date ~~$10,000~~ of ~~net~~the ~~gain~~balance ~~from investments held in Trust Account, partially offset by approximately $803,000 of general and administrative expenses, approximately $1~~sheet.4 ~~million~~The ~~loss~~financial onstatements ~~excess~~do ofnot ~~fair~~include ~~value~~any ~~over~~adjustments ~~cash~~that ~~received~~might ~~for~~result ~~private~~from ~~placement~~the ~~warrants, approximately~~outcome ~~$702,000 offering costs allocated to issuance~~ of ~~public~~this ~~and private placement warrants and approximately $54,000 of related party administrative fees~~uncertainty.

~~Contractual~~Results of ~~Obligations~~Operations

~~Forward~~Our entire ~~Purchase~~activity ~~Agreement~~from inception to September 30, 2022 was for our formation, preparation for our Initial Public Offering, and, since the closing of our Initial Public Offering, a search for business combination candidates. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

~~In connection with the consummation of the Initial~~For ~~Public Offering, we entered into a forward purchase agreement (~~the ~~“Forward~~three ~~Purchase~~months ~~Agreement”)~~ended ~~with~~September ~~GEPT~~30, ~~pursuant to which~~2022, in ~~exchange~~we ~~for~~had ~~$824,500~~net ofincome ~~proceeds paid to the Company simultaneously with the closing~~ of ~~the~~approximately ~~Initial~~$2.0 ~~public Offering~~million, ~~GEPT~~which ~~has~~consisted ~~the right, in its discretion, to purchase up to the lesser~~ of ~~(i)~~approximately $501.01 million of ~~units~~incomefrom ~~and~~change ~~(ii)~~in afair ~~number~~value of ~~units~~derivative ~~equal~~instruments toand 19approximately $1.~~99%~~0 ofmillion ~~the pro forma equity outstanding at the time~~ of ~~the~~net ~~closing~~gain offrom ~~our~~investments ~~initial~~held ~~Business Combination, including but not limited to, any ordinary shares issued~~ in ~~connection with the Initial Public Offering~~Trust Account, ~~the~~partially ~~Forward~~offset ~~Purchase~~by ~~Agreement~~approximately ~~or any private placement or other offering or to any seller in the initial Business Combination (the “Forward Purchase Units”)~~$157,000 ~~with each unit consisting~~ of ~~one~~general ~~Class A~~and ~~ordinary~~administrative ~~share~~expenses ~~(the “Forward Purchase Shares”)~~ and ~~0.425 of one warrant to purchase one Class A ordinary share at~~ $~~11.50 per share~~30,000 ~~subject to adjustment (the “Forward Purchase Warrants”), for a purchase price~~ of ~~$10.00~~related ~~per~~party ~~unit, in a private~~administrative ~~placement to occur immediately prior to the closing of the initial Business Combination~~fees.

24For the three months ended September 30, 2021, we had net income of approximately $2.9 million, which consisted of approximately $3.3 million of a gain from change in fair value of derivative instruments and approximately $6,000 of net gain from investments held in Trust Account, partially offset by approximately $326,000 of general and administrative expenses and $30,000 of related party administrative fees.

~~In consideration for~~ For the ~~purchase~~nine ~~for~~months ~~the~~ended ~~Forward Purchase~~September ~~Units~~30, if2022, ~~GEPT~~we ~~purchases~~had ~~the~~net ~~maximum~~income ~~number~~ of ~~Forward~~approximately ~~Purchase~~$9.7 ~~Units~~million, ~~available~~which toconsisted itof ~~under~~approximately ~~the~~$9.1 ~~Forward Purchase Agreement, the~~million ~~Company~~of ~~will~~income ~~issue~~from tochange ~~GEPT,~~in atfair ~~the~~value ~~closing~~ of ~~the~~derivative ~~Company’s~~instruments ~~initial~~and ~~Business~~approximately ~~Combination~~$1.3 ~~and~~million ~~prior~~of tonet ~~the~~gain ~~conversion~~from ofinvestments ~~the~~held ~~Class~~in Trust BAccount, ~~ordinary~~partially ~~shares~~offset ~~into~~by ~~Class~~approximately A$563,000 ~~ordinary~~of ~~shares~~general inand ~~accordance~~administrative ~~with~~expenses ~~the~~and ~~terms~~$90,000 ~~thereof~~of ~~(the~~related ~~“GEPT~~party ~~Issuance”):~~administrative fees.

●For the anine ~~number~~months ofended ~~Class~~September B30, ~~ordinary~~2021, ~~shares~~we ~~(the~~had ~~“GEPT~~net ~~Class~~income Bof ~~ordinary~~approximately ~~shares”) that is equal to 12~~$4.5%8 ofmillion, ~~the~~which ~~aggregate~~consisted ~~number~~ of ~~Class~~approximately B$8.1 ~~ordinary shares outstanding at the time~~ million of ~~the~~a ~~initial~~gain ~~Business~~from ~~Combination~~change ~~prior~~in tofair ~~the~~value ~~conversion~~ of ~~such~~derivative ~~Class~~instruments ~~B ordinary shares into Class A ordinary shares pursuant to the terms thereof~~ and ~~after~~approximately ~~giving~~$16,000 ~~effect to the issuance~~ of ~~the~~net ~~GEPT~~gain ~~Class~~from Binvestments ~~ordinary~~held ~~shares~~in ~~and~~Trust ~~any~~Account, partially ~~other~~offset ~~Class~~by Bapproximately ~~ordinary~~$1.1 ~~shares~~million ~~as a result~~ of ~~anti-dilution~~general ~~rights or other adjustments~~ and ~~the~~administrative ~~number of Class B ordinary shares transferred~~expenses, ~~assigned,~~approximately ~~sold or forfeited in connection with the initial Business Combination but excluding 115~~$702,000 ~~Class~~offering Bcosts ~~ordinary~~associated with ~~shares~~issuance ~~from~~of ~~such~~public ~~calculation~~and ~~(the~~private ~~“Post-Business~~placement ~~Combination Class B ordinary shares”) (provided~~warrants, ~~however,~~approximately ~~that~~$1.4 ifmillion ~~the~~loss ~~Founder~~on ~~Shares~~excess ~~are~~of ~~converted~~fair ~~into~~value ~~Class~~over Acash ~~ordinary~~received ~~shares~~for private ~~prior~~placement towarrants ~~the~~and ~~date~~approximately ~~of the Company’s initial Business Combination~~$84,000 ~~GEPT will receive a number~~ of ~~Class~~related Aparty ~~ordinary~~administrative ~~shares equal to the number of Class A ordinary shares that it would have been entitled to pursuant to the GEPT Issuance); and~~fees.

● a number of Private Placement Warrants equal to 12.5% of the aggregate number of Private Placement Warrants outstanding at the time of the Company’s initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with the initial Business Combination (the “Post-Business Combination Private Placement Warrants”).24

~~In connection with such issuance, the Sponsor~~Contractual agreed to forfeit to us for no consideration a number of Class B ordinary shares and Private Placement Warrants (the “Sponsor Forfeiture”) such that after the Sponsor Forfeiture and the GEPT Issuance, the Sponsor will own (i) a number of Class B ordinary shares equal to 87.5% of the number of Post-Business Combination Class B ordinary shares plus 15,000 Class B ordinary shares, and (ii) a number of Private Placement Warrants equal to 87.5% of the number of Post-Business Combination Private Placement Warrants.Obligations

~~We will determine the number of~~ Forward ~~Purchase~~ ~~Units to be sold under the Forward~~ Purchase Agreement and GEPT’s obligation to purchase such units will be subject to the satisfaction of certain conditions, including, among others, the delivery by GEPT of a notice to us that it will purchase the Forward Purchase Units in whole or in part. The rights of GEPT under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by our public shareholders. If GEPT does not purchase the maximum number of forward purchase units available to it under the Forward Purchase Agreement, GEPT will not be entitled to receive any of the Founder Shares or Private Placement Warrants described above, and we will be entitled to retain the $824,500 paid to us by GEPT.

~~The~~In connection with the consummation of the Initial Public Offering, we entered into a forward purchase agreement (the “Forward Purchase Agreement”) ~~Warrants~~with ~~purchased~~GEPT, bypursuant ~~GEPT~~to which, in exchange for $824,500 of proceeds paid to the Company simultaneously with the closing ~~under~~of the ~~Forward~~Initial ~~Purchase~~public ~~Agreement~~Offering, ~~will~~GEPT ~~have~~has the ~~same~~right, ~~terms~~in asits discretion, to purchase up to the ~~Public~~lesser ~~Warrants~~of (i) $50.0 ~~The~~million ~~Private~~of ~~Placement~~units ~~Warrants~~and (ii) a number of units equal to be19.99% of the pro forma equity outstanding at the time of the closing of our initial Business Combination, including but not limited to, any ordinary shares issued in connection with the Initial Public Offering, the Forward Purchase Agreement or any private placement or other offering or to ~~GEPT~~any seller in the initial Business Combination (the “Forward Purchase Units”), aswith ~~described~~each ~~above~~unit ~~will~~consisting ~~have~~of one Class A ordinary share (the ~~same~~“Forward ~~terms~~Purchase Shares”) and be0.425 ~~subject~~of one warrant to ~~the~~purchase one ~~same~~Class ~~transfer~~A ~~restrictions~~ordinary asshare at $11.50 per share, subject to adjustment (the ~~Private~~“Forward ~~Placement~~Purchase Warrants”), ~~held~~for bya purchase price of $10.00 per unit, in a private placement to occur immediately prior to the ~~Sponsor~~closing of the initial Business Combination.

~~Registration~~In consideration for the purchase for the Forward Purchase Units, if GEPT purchases the maximum number of Forward Purchase Units available to it under the Forward Purchase Agreement, we will issue to GEPT, at the closing of the Company’s initial Business Combination and ~~Shareholder~~prior ~~Rights~~to the conversion of the Class B ordinary shares into Class A ordinary shares in accordance with the terms thereof (the “GEPT Issuance”):

~~The~~● ~~holders~~a number of ~~Founder~~Class ~~Shares,~~B ~~Private~~ordinary ~~Placement Warrants~~shares ~~and~~(the ~~warrants~~“GEPT ~~that~~Class ~~may~~B beordinary ~~issued~~shares”) ~~upon~~that ~~conversion~~is ofequal ~~Working~~to ~~Capital~~12.5% ~~Loans~~of ~~(and~~the ~~any~~aggregate number of Class AB ordinary shares ~~issuable~~outstanding ~~upon~~at the ~~exercise~~ time of the ~~Private~~initial ~~Placement~~Business ~~Warrants~~Combination ~~and~~prior ~~warrants~~to ~~that~~the ~~may~~conversion beof ~~issued~~such ~~upon~~Class ~~conversion~~B ofordinary ~~Working~~shares ~~Capital~~into ~~Loans)~~Class ~~are~~A ~~entitled~~ordinary toshares ~~registration rights~~ pursuant to athe ~~registration~~terms thereof and ~~shareholder~~after ~~rights~~giving ~~agreement~~effect ~~signed~~to ~~upon~~the ~~consummation~~issuance of the ~~Initial~~GEPT ~~Public~~Class ~~Offering.~~B ~~These~~ordinary ~~holders are~~shares ~~entitled~~and toany ~~certain~~other ~~demand~~Class ~~and~~B ~~“piggyback”~~ordinary ~~registration~~shares as a result of anti-dilution rights. ~~However,~~or ~~the~~other ~~registration~~adjustments and ~~shareholder~~the ~~rights~~number ~~agreement provide~~of ~~that~~Class ~~the~~B ~~Company~~ordinary ~~will~~shares ~~not~~transferred, ~~permit~~assigned, ~~any~~sold ~~registration~~or ~~statement~~forfeited ~~filed~~in ~~under~~connection with the ~~Securities~~initial ~~Act~~Business toCombination ~~become~~but ~~effective~~excluding ~~until~~115,000 ~~the~~Class ~~termination of~~B ~~the~~ordinary ~~applicable~~shares ~~lock~~from such calculation (the “Post-upBusiness ~~period~~Combination ~~for~~Class B ordinary shares”) (provided, however, that if the ~~securities~~Founder Shares are converted into Class A ordinary shares prior to bethe ~~registered~~date Weof the Company’s initial Business Combination, GEPT will ~~bear~~receive ~~the~~a ~~expenses~~number ~~incurred~~of inClass ~~connection~~A ~~with~~ordinary shares equal to the ~~filing~~ number of ~~any~~Class ~~such~~A ~~registration~~ordinary ~~statements.~~shares that it would have been entitled to pursuant to the GEPT Issuance); and

25● a number of Private Placement Warrants equal to 12.5% of the aggregate number of Private Placement Warrants outstanding at the time of the Company’s initial business combination prior to the conversion of such Class B ordinary shares into Class A ordinary shares pursuant to the terms thereof and after giving effect to any Private Placement Warrants transferred, assigned, sold or forfeited in connection with the initial Business Combination (the “Post-Business Combination Private Placement Warrants”).

~~Pursuant~~In connection towith ~~the~~such ~~Forward~~issuance, ~~Purchase~~our ~~Agreement,~~Sponsor we agreed to ~~use~~forfeit ~~reasonable best efforts~~ to: ~~(i)~~us ~~file~~for ~~within~~no 30consideration ~~days after the closing of the initial Business Combination~~ a ~~registration statement~~number ~~with the SEC for a secondary offering~~ of ~~the~~Class ~~Forward~~B ~~Purchase~~ordinary ~~Shares~~shares and ~~the~~Private Placement ~~Forward Purchase~~ Warrants (~~and~~the ~~underlying~~“Sponsor ~~Class A ordinary shares~~Forfeiture”); ~~(ii) cause~~ such ~~registration~~that ~~statement to be declared effective promptly thereafter but in no event later than sixty (60) days~~ after the ~~initial~~Sponsor ~~filing;~~Forfeiture ~~(iii)~~and ~~maintain~~ the ~~effectiveness~~GEPT ofIssuance, ~~such registration statement until~~ the ~~earliest~~Sponsor ofwill own (Ai) ~~the~~a ~~date on~~number ~~which~~of ~~GEPT~~Class orB ~~its~~ordinary ~~assignees~~shares ~~cease~~equal to ~~hold~~87.5% ~~the~~of ~~securities covered thereby, and (B)~~ the ~~date~~number ~~all~~ of ~~the~~Post-Business ~~securities~~Combination ~~covered~~Class ~~thereby~~B ~~can be~~ordinary ~~sold~~shares ~~publicly~~plus ~~without~~15,000 Class ~~restriction~~B orordinary ~~limitation~~shares, ~~under Rule 144 of the Securities Act;~~ and (ivii), ~~after~~a ~~such~~number ~~registration~~of ~~statement~~Private ~~is declared~~Placement ~~effective,~~Warrants ~~cause~~equal us to ~~conduct firm commitment underwritten offerings, subject to certain limitations~~87.5% Inof ~~addition,~~ the ~~Forward Purchase~~number ~~Agreement~~of ~~provides for certain “piggy~~Post-~~back”~~Business ~~registration~~Combination ~~rights to the holders of forward purchase securities to~~Private ~~include~~Placement ~~their securities in other registration statements filed by us~~Warrants. ~~We will bear the cost of registering these securities.~~

~~Underwriting~~We will determine the number of Forward Purchase Units to be sold under the Forward Purchase Agreement and GEPT’s obligation to purchase such units will be subject to the satisfaction of certain conditions, including, among others, the delivery by GEPT of a notice to us that it will purchase the Forward Purchase Units in whole or in part. The rights of GEPT under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by our public shareholders. If GEPT does not purchase the maximum number of forward purchase units available to it under the Forward Purchase Agreement, GEPT will not be entitled to receive any of the Founder Shares or Private Placement Warrants described above, and we will be entitled to retain the $824,500 paid to us by GEPT.

WeThe Forward ~~granted~~Purchase ~~the~~Warrants ~~underwriters~~purchased aby ~~45-day~~GEPT ~~option~~under ~~from~~ the ~~final~~Forward ~~prospectus~~Purchase ~~relating~~Agreement towill have the ~~Initial~~same ~~Public~~terms ~~Offering~~as tothe ~~purchase~~Public upWarrants. toThe Private ~~3,000,000~~Placement ~~additional~~Warrants ~~Units~~ to ~~cover~~be ~~over-allotments,~~issued ~~if any,~~to atGEPT ~~$10.00~~as ~~per~~described ~~Unit,~~above ~~less~~will have the ~~underwriting~~same ~~discounts~~terms and ~~commissions.~~be Onsubject ~~January~~to ~~20,~~the ~~2021,~~same transfer restrictions as the ~~underwriter~~Private ~~fully~~Placement ~~exercised~~Warrants ~~its~~held ~~over-allotment option~~by our Sponsor.

~~The underwriters were entitled to an underwriting~~Registration ~~discount~~and ofShareholder $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.Rights

~~Critical~~The holders ~~Accounting~~of ~~Policies~~Founder Shares, Private Placement Warrants and ~~Estimates~~warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered We will bear the expenses incurred in connection with the filing of any such registration statements.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies is included in Note 2 to our condensed financial statements in Part I, Item 1 of this Quarterly Report. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our 2021 Annual Report on Form 10-K filed with the SEC on March 25~~, 2022. There have been no significant changes in the application of our critical accounting policies during the six months ended June 30, 2022.~~

~~Recent~~Pursuant to ~~Accounting~~the ~~Pronouncements~~Forward Purchase Agreement, we agreed to use reasonable best efforts to: (i) file within 30 days after the closing of the initial Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares); (ii) cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing; (iii) maintain the effectiveness of such registration statement until the earliest of (A) the date on which GEPT or its assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 of the Securities Act; and (iv), after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. We will bear the cost of registering these securities.

~~See Note 2 to the unaudited condensed financial~~Underwriting ~~statements included in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting pronouncements.~~Agreement

~~Off~~We granted the underwriters a 45-~~Balance~~day ~~Sheet~~option ~~Arrangements~~from the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less the underwriting discounts and commissions. On January 20, 2021, the underwriter fully exercised its over-allotment option.

AsThe underwriters were entitled to an underwriting discount of ~~June~~$0.20 30per unit, ~~2022~~or $4.6 million in the aggregate, wepaid ~~did~~upon ~~not~~the ~~have~~closing ~~any~~of the ~~off-balance~~Initial Public Offering. In addition, $0.35 per unit, or approximately $8.1 million in the aggregate will be payable to the underwriters ~~sheet~~for ~~arrangements~~deferred asunderwriting ~~defined~~commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in ~~Item~~the ~~303(a)(4)(ii)~~Trust ofAccount ~~Regulation~~solely ~~S-K~~in ~~and~~the ~~did~~event ~~not~~that ~~have~~we ~~any~~complete ~~commitments~~a orBusiness ~~contractual~~Combination, ~~obligations~~subject to the terms of the underwriting agreement.

~~JOBS~~Critical Accounting ~~Act~~Policies and Estimates

The preparation ~~Jumpstart~~of ~~Our~~financial ~~Business~~statements ~~Startups~~in ~~Act~~accordance ofwith ~~2012 (~~accounting principles generally accepted in the ~~“JOBS~~United ~~Act~~States of America (“GAAP”) requires ~~contains~~management ~~provisions~~to make estimates and judgments that, ~~among~~affect ~~other~~the ~~things,~~reported ~~relax~~amounts ~~certain~~of ~~reporting~~assets, ~~requirements~~liabilities, ~~for~~revenues ~~qualifying~~and ~~public companies~~expenses. WeA summary ~~qualify~~of asour ansignificant ~~“emerging~~accounting ~~growth~~policies ~~company”~~is ~~and~~included ~~under~~in ~~the~~Note ~~JOBS~~2 ~~Act~~to ~~are~~our ~~allowed~~condensed tofinancial ~~comply~~statements ~~with~~in ~~new~~Part orI, ~~revised~~Item ~~accounting~~1 of this ~~pronouncements~~Quarterly ~~based~~Report. onCertain ~~the~~of ~~effective~~our ~~date~~accounting ~~for~~policies ~~private~~are ~~(not~~considered ~~publicly~~critical, ~~traded)~~as ~~companies.~~these Wepolicies are ~~electing~~the tomost ~~delay~~important to the ~~adoption~~ depiction of ~~new~~our ~~or revised~~financial ~~accounting~~statements ~~standards~~and require significant, ~~and~~difficult asor acomplex ~~result~~judgments, weoften ~~may~~employing ~~not~~the ~~comply~~use ~~with~~of ~~new~~estimates orabout ~~revised~~the ~~accounting~~effects of ~~standards~~matters onthat are inherently uncertain. Such policies are summarized in the ~~relevant~~Management’s ~~dates~~Discussion onand ~~which~~Analysis of Financial ~~adoption~~Condition and Results of ~~such~~Operations ~~standards~~section isin ~~required~~our ~~for~~2021 ~~non-emerging~~Annual ~~growth~~Report ~~companies.~~on AsForm a10-K ~~result,~~filed with the ~~financial~~SEC ~~statements~~on ~~may~~March ~~not~~25, be2022. ~~comparable~~There have been tono ~~companies~~significant ~~that~~changes ~~comply~~in ~~with~~the ~~new~~application orof ~~revised~~our critical accounting ~~pronouncements~~policies asduring ofthe ~~public~~nine ~~company~~months ~~effective~~ended ~~dates~~September 30, 2022.

26Recent Accounting Pronouncements

~~Additionally, we are in the process of evaluating~~See ~~the~~Note ~~benefits~~2 ~~of relying on the other reduced reporting requirements provided by the JOBS Act. Subject~~ to ~~certain conditions set forth in~~ the ~~JOBS~~unaudited ~~Act,~~condensed if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial ~~reporting~~statements ~~pursuant~~included ~~to Section~~in ~~404,~~Part ~~(ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act~~I, ~~(iii)~~Item ~~comply~~1 with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of ~~the~~this ~~CEO’s~~Quarterly ~~compensation~~Report ~~to median employee compensation. These exemptions will apply~~ for a ~~period~~discussion of ~~five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth~~recent ~~company,”~~accounting ~~whichever is earlier~~pronouncements.

~~Item~~Off-Balance Sheet ~~3. Quantitative and Qualitative Disclosures About Market Risk~~Arrangements

WeAs of ~~are~~September a30, ~~smaller~~2022, ~~reporting~~we ~~company~~did asnot ~~defined by~~have ~~Rule~~any ~~12b~~off-2balance ofsheet ~~the~~arrangements ~~Exchange~~as ~~Act~~defined ~~and~~in ~~are~~Item ~~not~~303(a)(4)(ii) ~~required~~of toRegulation ~~provide~~S-K ~~the~~and ~~information~~did not ~~otherwise~~have ~~required~~any ~~under~~commitments ~~this~~or ~~item~~contractual obligations.

~~Item 4. Controls and Procedures~~JOBS Act

~~Evaluation~~The Jumpstart Our Business Startups Act of ~~Disclosure~~2012 ~~Controls~~(the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and ~~Procedures~~under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.26

~~Under~~Additionally, we are in the ~~supervision~~process ~~and~~of ~~with~~evaluating the ~~participation~~ benefits of ~~our~~relying ~~management,~~on ~~including~~the ~~our~~other ~~principal~~reduced ~~executive~~reporting ~~officer~~requirements ~~and~~provided ~~principal~~by ~~financial~~the ~~officer~~JOBS ~~(our~~Act. Subject to certain conditions set forth in the JOBS Act, if, as an “~~Certifying~~emerging ~~Officer”)~~growth company,” we choose to rely on such exemptions ~~conducted~~we may not be required to, among other things, (i) provide an ~~evaluation~~auditor’s attestation report on our system of ~~the~~internal ~~effectiveness~~controls over financial reporting pursuant to Section 404, (ii) provide all of ~~our~~the compensation disclosure ~~controls~~that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and ~~procedures~~Consumer Protection Act, as(iii) ~~such~~comply ~~term~~with isany ~~defined~~requirement inthat ~~Rules~~may ~~13a-15~~be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (eauditor discussion and analysis) and ~~15d-15~~ (eiv) ~~under~~disclose ~~the~~certain ~~Exchange~~executive ~~Act.~~compensation ~~Based~~related onitems such ~~this~~as ~~evaluation,~~the ~~our~~correlation ~~principal~~between executive ~~officer~~compensation and ~~principal~~performance ~~financial~~and ~~officer~~comparisons ~~have~~of ~~concluded~~the CEO’s compensation to median employee ~~that~~compensation. ~~during~~These ~~the~~exemptions will apply for a period ~~covered~~of byfive ~~this~~years ~~report,~~following the completion of our ~~disclosure~~Initial ~~controls~~Public ~~and~~Offering ~~procedures~~or ~~were~~until we ~~effective~~are asno oflonger ~~June~~an 30“emerging growth company,” ~~2022~~whichever is earlier.

~~We previously identified a material weakness in~~Item ~~2021 related to our control around the interpretation and accounting for certain complex financial instruments that was not effectively designed or maintained~~3. AQuantitative material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We designed and ~~implemented~~Qualitative ~~new~~Disclosures ~~controls~~About toMarket remediate the control. We have expanded and improved our processes to ensure that the nuances of such transactions were effectively evaluated in the context of increasingly complex accounting standards. Based on the actions taken, as well as the evaluation of the design of the new controls, we concluded that the controls were operating effectively as of June 30, 2022. As a result, management concluded that the material weakness was remediated as of June 30, 2022.Risk

~~Changes~~We are ina ~~Internal~~smaller ~~Control~~reporting ~~Over~~company ~~Financial~~as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise ~~Reporting~~required under this item.

~~During the most recent fiscal quarter ended June~~Item 30, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting4. ~~Based~~Controls ~~on the evaluation we conducted, other than remediation of the material weakness identified~~ and ~~discussed above, our management has concluded that no such changes have occurred.~~Procedures

27Evaluation of Disclosure Controls and Procedures

~~PART~~Disclosure controls IIand -procedures ~~OTHER~~are ~~INFORMATION~~controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

~~Item~~Under the 1Asupervision and with the participation of our management, including our principal executive officer and principal financial officer (our “Certifying Officer”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. ~~Risk~~Based ~~Factors~~on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective as of September 30, 2022.

~~Factors that could cause our actual results to~~Changes ~~differ materially from those~~ in ~~this~~Internal ~~report~~Control ~~are~~Over ~~any~~Financial of the risks disclosed in our Annual Report on Form 10-K, which was filed with the SEC on March 25, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.Reporting

~~The~~During the ~~information~~most ~~presented~~recent ~~below~~fiscal ~~updates,~~quarter ~~and~~ended ~~should be~~September ~~read~~30, ~~in conjunction with~~2022, ~~the~~there ~~risk~~has ~~factors~~been ~~disclosed~~no change in our ~~Annual~~internal ~~Report~~control onover ~~Form~~financial ~~10-K,~~reporting ~~which~~that has ~~was~~materially ~~filed~~affected, ~~with~~or ~~the~~is ~~SEC~~reasonably onlikely ~~March~~to 25materially affect, ~~2022~~our internal control over financial reporting.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results of operations.27

~~We are subject to laws and regulations enacted~~PART byII ~~national,~~- ~~regional~~OTHER and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of our operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination and results of operations.INFORMATION

~~On March 30, 2022, the SEC issued proposed rules~~Item (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act1A. ~~The~~Risk 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.Factors

~~Our~~Factors that ~~search~~could ~~for~~cause aour ~~Business~~actual ~~Combination,~~results ~~and any~~to ~~target~~differ ~~business~~materially ~~with~~from ~~which~~those wein ~~may~~this ~~ultimately~~report ~~consummate~~are aany ~~Business~~of ~~Combination,~~the ~~may~~risks bedisclosed ~~materially~~in ~~adversely~~our ~~affected~~Annual byReport on ~~the~~Form ~~geopolitical conditions~~10-K, ~~resulting~~which ~~from~~was filed with the ~~recent~~SEC ~~invasion~~on ofMarch ~~Ukraine~~25, by2022. ~~Russia~~Any ~~and~~of ~~subsequent~~these ~~sanctions~~factors ~~against~~could ~~Russia,~~result ~~Belarus~~in ~~and~~a ~~related~~significant ~~individuals and~~or ~~entities~~material ~~and~~adverse effect ~~the~~on ~~status~~our results of ~~debt~~operations ~~and~~or ~~equity~~financial ~~markets,~~condition. asAdditional ~~well~~risk asfactors ~~protectionist~~not ~~legislation~~presently inknown ~~markets~~to ~~around~~us ~~the~~or ~~world~~that we currently deem immaterial may also impair our business or results of operations.

~~United States and global markets are experiencing~~The ~~volatility~~information ~~and~~presented ~~disruption~~below ~~following~~updates, ~~the escalation of geopolitical tensions~~ and ~~the~~should ~~recent~~be ~~invasion~~read ~~of Ukraine by Russia~~ in ~~February~~conjunction ~~2022. In response to such invasion~~with, the ~~North~~risk ~~Atlantic~~factors ~~Treaty~~disclosed ~~Organization~~in ~~(“NATO”)~~our ~~deployed~~Annual ~~additional~~Report ~~military~~on ~~forces to eastern~~Form ~~Europe~~10-K, ~~and~~which ~~the~~was ~~United~~filed States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with ~~Russia. The invasion of Ukraine by Russia and~~ the ~~resulting~~SEC measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on ~~regional~~March ~~and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable~~25, ~~the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions~~2022. ~~Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.~~

28Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results of operations.

~~Any~~We are ofsubject ~~the~~to ~~abovementioned~~laws ~~factors,~~and orregulations ~~any~~enacted ~~other negative~~by ~~impact on the global economy~~national, ~~capital~~regional ~~markets~~and orlocal ~~other~~governments. ~~geopolitical~~In ~~conditions~~particular, ~~resulting~~we ~~from~~are ~~the~~required ~~Russian~~to ~~invasion~~comply ~~of Ukraine~~with ~~and~~certain ~~subsequent~~SEC ~~sanctions, could adversely affect our search for a Business Combination~~ and ~~any~~other ~~target~~legal ~~business with which we may ultimately consummate a Business Combination~~requirements. ~~The~~Compliance ~~extent~~with, and ~~duration~~monitoring of ~~the Russian invasion of Ukraine~~, ~~resulting~~applicable ~~sanctions~~laws and ~~any~~regulations ~~related~~may ~~market disruptions are impossible to predict, but could~~ be ~~substantial~~difficult, ~~particularly if current or new sanctions continue for an extended period~~time ofconsuming ~~time~~and orcostly. ifThose ~~geopolitical~~laws ~~tensions~~and ~~result~~regulations inand ~~expanded~~their ~~military~~interpretation ~~operations~~and onapplication amay ~~global~~also ~~scale.~~change ~~Any~~from ~~such~~time ~~disruptions~~to ~~may~~time ~~also~~and ~~have the effect~~those ofchanges ~~heightening~~could ~~many~~have ofa ~~the~~material ~~other~~adverse ~~risks~~effect ~~described~~on in the ~~“Risk~~business, ~~Factors”~~investments ~~section~~and results of our ~~Annual~~operations. ~~Report~~In onaddition, ~~Form~~a ~~10-K.~~failure Ifto ~~these~~comply ~~disruptions~~with orapplicable ~~other~~laws ~~matters~~or ofregulations, ~~global~~as ~~concern~~interpreted ~~continue~~and ~~for an extensive period of time~~applied, ~~our~~could ~~ability~~have ~~to consummate~~ a ~~Business~~material ~~Combination, or~~adverse ~~the~~effect ~~operations~~on ofour ~~a target~~ business, ~~with~~including ~~which~~our ability weto ~~may~~negotiate ~~ultimately~~and ~~consummate~~complete aour Business Combination, ~~may~~and beresults ~~materially~~of ~~adversely affected~~operations.

InOn March ~~addition~~30, 2022, the ~~recent~~SEC ~~invasion~~issued ofproposed ~~Ukraine~~rules ~~by Russia~~(the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the ~~impact~~financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of ~~sanctions~~projections ~~against~~in ~~Russia~~SEC ~~and~~filings in connection with proposed business combination transactions; increasing the potential ~~for~~liability ~~retaliatory~~of ~~acts~~certain ~~from~~participants ~~Russia,~~in proposed business combination transactions; and the extent to which SPACs could ~~result~~become subject to regulation under the Investment Company Act. The 2022 Proposed Rules, if adopted, whether in ~~increased~~the ~~cyber-attacks~~form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 ~~against~~Proposed ~~U.S.~~Rules ~~companies~~may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

~~Item~~Our search 2.for ~~Unregistered~~a ~~Sales~~Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of ~~Equity~~Ukraine ~~Securities~~by Russia and ~~Use~~subsequent sanctions against Russia, Belarus and related individuals and entities and the status of ~~Proceeds~~debt and equity markets, as well as protectionist legislation in markets around the world.

~~Simultaneously~~United States ~~with~~and global markets are experiencing volatility and disruption following the ~~closing~~escalation of geopolitical tensions and the ~~Initial~~recent ~~Public~~invasion ~~Offering~~of Ukraine by Russia in February 2022. In response to such invasion, wethe ~~consummated~~North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the ~~sale~~United ofStates, 6the United Kingdom,~~600~~ the European Union and other countries have announced various sanctions and restrictive actions against Russia,~~000~~ ~~warrants~~Belarus toand related individuals and entities, including the removal ~~Sponsor~~of certain financial institutions from the Society for anWorldwide ~~aggregate~~Interbank ~~purchase~~Financial ~~price~~Telecommunication of(SWIFT) ~~approximately~~payment $5system.8 Certain ~~million~~countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine induring athe ~~private~~ongoing ~~placement~~military conflict, increasing geopolitical tensions with Russia. InThe ~~addition~~invasion of Ukraine by Russia and the resulting measures that have been taken, weand ~~consummated~~could be taken in the ~~sale~~future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of ~~certain~~the ~~rights~~ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to ~~GEPT~~market ~~for~~disruptions, including ~~gross~~significant ~~proceeds~~volatility ofin ~~$824~~commodity prices,~~500~~ credit and capital markets, ~~which~~as ~~will~~well ~~allow~~as supply chain interruptions. Additionally, ~~GEPT~~Russian tomilitary ~~purchase~~actions upand tothe ~~$50.0~~resulting ~~million~~sanctions ofcould ~~Forward~~adversely ~~Purchase~~affect ~~Units~~the ~~immediately~~global ~~prior~~economy and financial markets and lead to ~~any~~instability and ~~initial~~lack ~~Business~~of ~~Combination~~liquidity in capital markets.

Of the gross proceeds received from the Initial Public Offering and certain portion of the proceeds received from the Private Placement, $230,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.28

29Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on Form 10-K. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

~~Item~~In addition, 6the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. ~~Exhibits~~companies.

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

*Simultaneously with ~~Filed~~the ~~herewith~~closing of the Initial Public Offering, we consummated the sale of 6,600,000 warrants to the Sponsor for an aggregate purchase price of approximately $5.8 **million, ~~Furnished~~in ~~herewith~~a private placement. In addition, we consummated the sale of certain rights to GEPT for gross proceeds of $824,500, which will allow GEPT to purchase up to $50.0 million of Forward Purchase Units immediately prior to any initial Business Combination.

30Of the gross proceeds received from the Initial Public Offering and certain portion of the proceeds received from the Private Placement, $230,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~SIGNATURES~~Item 6. Exhibits.

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 thereunto duly authorized on this 10th day of August 2022.

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Authentic~~* ~~Equity~~Filed ~~Acquisition Corp~~herewith. ~~By:~~** ~~/s/~~Furnished ~~David M~~herewith. ~~Hooper Name: David M. Hooper Title: Chief Executive Officer (Principal Executive Officer)~~

~~By: /s/ Todd Khoury Name: Todd Khoury Title: Chief Financial Officer (Principal Financial and Accounting Officer)~~29

31SIGNATURES

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 ~~20585635 23000000 23000000 23000000 0.07 0.12 0.15 0.27 0.07 0.12 0.15 0.27 false --12-31 Q2 0001827392 0001827392~~ the undersigned thereunto duly authorized on this 9th day of November 2022-01-01 2022-06-30 0001827392 us-gaap:CommonClassAMember 2022-08-10 0001827392 us-gaap:CommonClassBMember 2022-08-10 0001827392 2022-06-30 0001827392 2021-12-31 0001827392 us-gaap:CommonClassAMember 2022-06-30 0001827392 us-gaap:CommonClassAMember 2021-12-31 0001827392 us-gaap:CommonClassBMember 2022-06-30 0001827392 us-gaap:CommonClassBMember 2021-12-31 0001827392 2022-04-01 2022-06-30 0001827392 2021-04-01 2021-06-30 0001827392 2021-01-01 2021-06-30 0001827392 us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001827392 us-gaap:CommonClassAMember 2021-04-01 2021-06-30 0001827392 us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001827392 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	Authentic Equity Acquisition Corp.

	By:	/s/ David M. Hooper
	Name:	David M. Hooper
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Todd Khoury
	Name:	Todd Khoury
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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