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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): February 23, 2022 (January
20, 2021)
AUTHENTIC EQUITY
ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-39903 |
|
98-1562072 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
32 Elm Place, 2nd Floor
Rye, NY |
|
10580 |
(Address of principal executive offices) |
|
(Zip Code) |
(646) 374-0919
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbols |
|
Name of each exchange
on which registered |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
AEACU |
|
The NASDAQ Stock Market LLC |
Class A ordinary shares included as part of the units |
|
AEAC |
|
The NASDAQ Stock Market LLC |
Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
per share |
|
AEACW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
This Amendment
No. 1 (“Amendment No. 1”) on Form 8-K/A amends the audited balance sheet and accompanying footnotes filed as an exhibit to
the Form 8-K of Authentic Equity Acquisition Corp (the “Company,” “we” or “our”) as
of January 20, 2021, as filed with the Securities and Exchange Commission (“SEC”) on January 26, 2021 (the “Original
Form 8-K”).
This Amendment No. 1 on Form 8-K/A is presented as of the filing date of the Original Form 8-K and does not reflect events occurring
after that date, or modify or update disclosures in any way other than as required to reflect the restatement as described below. Accordingly,
this Amendment No. 1 on Form 8-K/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed
the Original Form 8-K.
The Company is filing this Amendment No. 1 on Form 8-K/A to reflect a restatement of the Company’s Post IPO
Balance Sheet (as defined below), to (i) reclassify a portion of its public shares from permanent equity to temporary equity, (ii) account
for its outstanding warrants to purchase its Class A ordinary shares sold in the Initial Public Offering and Private Placement and (iii)
reclassify units committed to be issued in connection with the forward purchase agreement as derivative liabilities, in each case as
further described in the footnotes of the Exhibit.
Background of Restatement
The Company has reevaluated
the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares par value
$0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering on
January 20, 2021 (the “Initial Public Offering”). Historically, a portion of the Public Shares were classified as permanent
equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its Public Shares
in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated
memorandum and articles of association. Previously, the Company did not consider redeemable shares classified as temporary equity as part
of net tangible assets. Effective with the filing on February 23, 2022 with the SEC of its Form 10-Q/A (as defined below) as of
and for the period ended September 30, 2021, the Company revised this interpretation to include temporary equity in net tangible assets.
Pursuant to such reevaluation, the Company’s management has determined that the Public Shares include certain provisions that require
classification of all of the Public Shares as temporary equity.
On December 27, 2021,
the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded
that the Company’s previously issued (i) audited balance sheet as of January 20, 2021 (the "Post IPO Balance Sheet"),
included in the Original Form 8-K, filed with the SEC on January 26, 2021; (ii) unaudited condensed financial statements included in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021; and (iii)
unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated
to report all Public Shares as temporary equity and should no longer be relied upon. Upon further evaluation, the Company has determined
that a restatement of the Post IPO Balance Sheet should be filed in an amended Current Report on Form 8-K/A.
As such, the Company is
restating the Post-IPO Balance Sheet in this Amendment No. 1 on Form 8-K/A and has restated its financial statements for the Affected
Periods in an amended Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 filed on February 23, 2022
(the “Form 10-Q/A”).
The restated Post-IPO
Balance Sheet included in this Amendment No. 1 on Form 8-K/A incorporates the adjustments to the Post-IPO Balance Sheet relating to the
accounting for the Company’s warrants and forward purchase units as derivative liabilities/assets instead of as components of equity
included in Note 2 to the interim financial statements as of and for the three months ended March 31, 2021, filed with the SEC on Form
10-Q on May 28, 2021.
The restatement does
not have an impact on the Company’s cash position and cash held in the trust account established in connection with the Initial
Public Offering.
The financial statements
and related financial information that were included in the Original Form 8-K are superseded by the financial information in this Form
8-K/A, and the financial statements and related financial information contained in the Original Form 8-K should no longer be relied upon.
On December 28, 2021, the Company filed a Current Report on Form 8-K disclosing the Audit Committee’s conclusion that the Post-IPO
Balance Sheet should no longer be relied upon.
This Amendment No. 1
on Form 8-K/A sets forth the Original Form 8-K in its entirety, as amended to reflect the restatement.
The following item has
been amended as a result of the restatement:
Exhibit No. 99.1, “Audited
Balance Sheet as of January 20, 2021.”
Refer to Note 2, Restatement
of Previously Issued Financial Statement of this Form 8-K/A for additional information and for the summary of the accounting impacts of
these adjustments to the Company’s balance sheet as of January 20, 2021.
The Company previously
identified a material weakness in internal controls related to the accounting for warrants issued in connection with its Initial Public
Offering and the units to be issued under the forward purchase agreement. As a result of the restatement described in this Amendment No.
1 on Form 8-K/A, the Company has concluded there was a material weakness in the Company's internal control over financial reporting at
the time the abovementioned financial statement was issued, and its disclosure controls and procedures were not effective at the time
the abovementioned financial statement was issued. For a discussion of management’s consideration of our disclosure controls
and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls
and Procedures” of the Form 10-Q/A.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Authentic Equity Acquisition Corp. |
|
|
|
|
By: |
/s/ Todd Khoury |
|
Name: |
Todd Khoury |
|
Title: |
Chief Financial Officer |
Date: February 23, 2022
3
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