Current Report Filing (8-k)
10 September 2022 - 06:49AM
Edgar (US Regulatory)
0001827392
false
0001827392
2022-09-08
2022-09-08
0001827392
AEAC:UnitsEachConsistingOfOneClassOrdinaryShareParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember
2022-09-08
2022-09-08
0001827392
AEAC:ClassOrdinarySharesIncludedAsPartOfUnitsMember
2022-09-08
2022-09-08
0001827392
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
Authentic Equity Acquisi... (NASDAQ:AEAC)
Historical Stock Chart
From Nov 2023 to Dec 2023
Authentic Equity Acquisi... (NASDAQ:AEAC)
Historical Stock Chart
From Dec 2022 to Dec 2023
Real-Time news about Authentic Equity Acquisition Corporation (NASDAQ): 0 recent articles
More Authentic Equity Acquisition Corp. News Articles