Current Report Filing (8-k)
10 September 2022 - 06:49AM
Edgar (US Regulatory)
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2022-09-08 2022-09-08 0001827392
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AEAC:RedeemableWarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2022-09-08 2022-09-08 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
September 8, 2022
AUTHENTIC EQUITY ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman Islands |
|
001-39903 |
|
98-1562072 |
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification No.)
|
32 Elm Place,
2nd Floor
Rye,
NY
|
|
10580 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(646)
374-0919
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
Units, each consisting of one Class A ordinary share, par value
$0.0001 per share, and one-half of one redeemable
warrant |
|
AEACU |
|
The
NASDAQ Stock Market LLC |
Class A ordinary shares included as part of the
units |
|
AEAC |
|
The
NASDAQ Stock Market LLC |
Redeemable warrants included as part of the units, each whole
warrant exercisable for one Class A ordinary share at an
exercise price of $11.50 per share |
|
AEACW |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Item 1.01.
Entry into a Material Definitive Agreement.
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.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
September 8, 2022, Authentic Equity Acquisition Corp. (the
“Company”) issued an unsecured promissory note (the “Note”) in the
principal amount of up to $250,000.00 to Authentic Equity Sponsor,
LLC, a Delaware limited liability company (the “Sponsor”), which
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 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
option, at any time prior to the Maturity Date, any amounts
outstanding under the Note may be converted into warrants (the
“Working Capital Warrants”) to purchase one Class A ordinary share,
par value $0.0001 per share, of the Company equal to the principal
amount of the Note so converted divided by $1.00 per Working
Capital Warrant. The Working Capital Warrants will have the same
terms as the existing private placement warrants issued to the
Sponsor in connection with the Company’s initial public offering,
except that the Working Capital Warrants will not be subject to
forfeiture in connection with the Business Combination.
If
the 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 offering. The Note 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.
The
Note was issued pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
The
foregoing description of the Note is qualified in its entirety by
reference to the full text of the Note, a copy of which is filed
herewith as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01.
Financial Statement and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Authentic
Equity Acquisition Corp. |
|
|
|
Date:
September 9, 2022 |
By: |
/s/
Todd Khoury |
|
Name: |
Todd
Khoury |
|
Title: |
Chief
Financial Officer |
2
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