UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(Dd) of the Securities Exchange Act of 1934

~~OF THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): January 6, 2023

~~Date of~~Authentic ~~Report~~Equity ~~(Date~~Acquisition ~~of earliest event reported): September 8, 2022~~Corp.

AUTHENTIC EQUITY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39903		98-1562072
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

32 Elm Place, 2^nd Floor

Rye, NY

10580

(Address of principal executive offices)

(Zip Code)

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

~~(Registrant’s telephone~~N/A ~~number, including area code)~~

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities registered~~☐ Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	AEACU	The NASDAQ Stock Market LLC
Class A ordinary shares included as part of the units	AEAC	The NASDAQ Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	AEACW	The NASDAQ Stock Market LLC

☐

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

~~Indicate by~~☐ ~~check~~Pre-commencement ~~mark~~communications ~~whether~~pursuant ~~the~~to ~~registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~13e-~~2 of this chapter~~4(c)~~. ☒~~)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

~~Item 1.01. Entry~~Securities ~~into~~registered apursuant ~~Material~~to ~~Definitive~~Section ~~Agreement.~~12(b) of the Act:

The description of the Note under Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

Title of each class	Trading Symbol(s)	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 half of one redeemable warrant	AEACU	The Nasdaq Stock Market LLC

Item 2 8.0301. ~~Creation~~ ofOther ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

On ~~September~~ 8January 6, ~~2022~~2023, Authentic Equity Acquisition Corp. (the “Company”) issued ana ~~unsecured~~press ~~promissory~~release ~~note~~announcing ~~(the~~that ~~“Note”) in~~as ~~the principal amount~~ of ~~up to $250,000.00 to Authentic Equity Sponsor, LLC, a Delaware limited liability company (~~the ~~“Sponsor”), which~~close ~~may be drawn down by the Company from time to time prior to the consummation~~ of ~~the Company’s initial~~ business ~~combination (the “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~~January unpaid and outstanding principal balance of the Note at the lowest short-term Applicable Federal Rate (within the meaning of Internal Revenue Code Section 1274) beginning on the date of issuance. The Note is repayable in full upon the date of the Business Combination (the “Maturity Date”). At the Sponsor’s option20, ~~at any time prior to the Maturity~~ ~~Date~~2023, ~~any amounts outstanding under~~ the ~~Note~~publicly ~~may~~held ~~be converted into warrants (the “Working Capital Warrants”) to purchase one~~ Class A ordinary ~~share~~shares, par value $0.0001 ~~per share~~, ofwill ~~the~~be ~~Company~~deemed ~~equal~~cancelled toand ~~the~~will ~~principal~~represent ~~amount~~only of the ~~Note~~right soto ~~converted divided~~receive bytheir ~~$1.00~~pro-rata ~~per~~share ~~Working~~in ~~Capital~~the ~~Warrant.~~Company’s ~~The~~trust ~~Working~~account, ~~Capital~~because ~~Warrants~~the Company will ~~have~~not ~~the~~consummate ~~same~~an ~~terms~~initial asbusiness combination within the ~~existing~~time ~~private~~period ~~placement~~required ~~warrants issued~~by toits ~~the~~Amended ~~Sponsor~~and inRestated ~~connection~~Memorandum ~~with~~and ~~the~~Articles ~~Company’s~~of ~~initial~~Association. ~~public~~A ~~offering,~~copy ~~except~~of ~~that~~ the ~~Working~~press ~~Capital~~release ~~Warrants~~is ~~will~~attached ~~not~~hereto beas ~~subject~~Exhibit to99.1 ~~forfeiture~~and inis ~~connection~~incorporated ~~with~~herein ~~the~~by ~~Business Combination~~reference.

~~If the~~Item Company does not complete a business combination, the Note 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 offering9.01. ~~The~~Financial ~~Note~~Statements ~~is subject to customary events of default, the occurrence of which automatically triggers the unpaid principal balance of the Note~~ and ~~all other sums payable with regard to the Note becoming immediately due and payable~~Exhibits.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Exhibit No.		Description
99.1		Press release, dated January 6, 2023
104		Cover Page Interactive Data File (formatted as inline XBRL).

~~The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed herewith as Exhibit 10.~~1 ~~and incorporated herein by reference.~~

~~Item 9.01. Financial Statement and Exhibits.~~SIGNATURE

~~(d)~~Pursuant to the requirements ~~Exhibits~~of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit		Description
	AUTHENTIC EQUITY ACQUISITION CORP.
10.1		Promissory Note in favor of Authentic Equity Sponsor, LLC, dated September 8, 2022.
Date: January 6, 2023	By:	/s/ Todd Khoury
104		Cover Page Interactive Data File (formatted as inline XBRL).
	Name:	Todd Khoury
	Title:	Chief Financial Officer

1[Signature Page to Form 8-K]

~~SIGNATURE~~2

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

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

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