AEAC Authentic Equity Acquisition Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2022, the Board of Directors (the “Board”) of Authentic Equity Acquisition Corp. (the “Company”) elected Robert Ernst, age 56, to serve as a Class I director of the Company for a term ending at the date of the Company’s first annual meeting. The Board has determined that Mr. Ernst qualifies as an independent director under applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules. Mr. Ernst will serve on the Compensation Committee of the Board.

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

In connection with Mr. Ernst’s appointment as a director, on January 7, 2022, the Company entered into a letter agreement with Mr. Ernst (the “Letter Agreement”), pursuant to which, among other things, Mr. Ernst has agreed (i) to vote any Class A ordinary shares held by him in favor of the Company’s initial business combination; (ii) to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; and (iii) to certain transfer restrictions with respect to the Company’s securities. The Letter Agreement is in substantially the same form as the letter agreement entered into by the Company with other insiders. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

The Company also entered into an indemnification agreement with Mr. Ernst in connection with his appointment to the Board. The indemnification agreement is in substantially the same form as the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.4 to the Company’s Form S-1 filed with the SEC on December 22, 2020.

There are no family relationships between Mr. Ernst and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Ernst that would require disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Ernst and any other person pursuant to which Mr. Ernst was appointed as a director of the Company.