Statement of Ownership (sc 13g)
10 February 2022 - 3:22AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
Authentic
Equity Acquisition Corp.
(Name of Issuer)
Class
A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G06607108
(CUSIP Number)
December
31, 2021
(Date of Event Which Requires Filing of this Statement)
Check
the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
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*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names
of Reporting Persons
Authentic
Equity Sponsor LLC
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2.
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Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
By Each
Reporting
Person With
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5.
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Sole
Voting Power
13,525,000(1)
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
13,525,000(1)
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
13,525,000(1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
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11.
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Percent
of Class Represented By Amount in Row (9)
37.0%(2)
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12.
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Type
of Reporting Person (See Instructions)
OO
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(1)
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Represents
13,525,000 Class A ordinary shares in respect of (i) 6,925,000 Class B ordinary shares, par value
$0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s
Class A ordinary shares and (ii) 6,600,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50
per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.
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(2)
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Calculated
based on (i) 23,000,000 Class A ordinary shares outstanding as of November 12, 2021 as reported on the Issuer’s Form 10-Q, filed
on November 12, 2021, and (ii) 13,525,000 Class A ordinary shares issuable in connection with the Class B Shares and Private Placement
Warrants.
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Item
1(a).
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Name
of Issuer
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Authentic
Equity Acquisition Corp.
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Item
1(b).
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Address
of the Issuer’s Principal Executive Offices
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32
Elm Place, 2nd Floor
Rye,
New York 10580
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Item
2(a).
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Names
of Persons Filing
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This
statement is filed by the Authentic Equity Sponsor LLC, referred to herein as the “Reporting Person.”
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Item
2(b).
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Address
of the Principal Business Office, or if none, Residence:
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32
Elm Place, 2nd Floor
Rye,
New York 10580
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Item
2(c).
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Citizenship
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See
response to Item 4 on the cover page.
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Item
2(d).
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Title
of Class of Securities
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Class
A ordinary shares, par value $0.0001 per share.
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Item
2(e).
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CUSIP
Number
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G06607108
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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Not
Applicable.
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(a)
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Amount beneficially owned:
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See response
to Item 9 on the cover page.
See response
to Item 11 on the cover page.
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(c)
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Number of shares as to which the Reporting Person has:
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(i)
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Sole power to vote or to direct the vote:
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See response to Item 5 on the cover page.
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(ii)
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Shared power to vote or to direct the vote:
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See response to Item 6 on the cover page.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See response to Item 7 on the cover page.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See response to Item 8 on the cover page.
The Reporting Person is the record holder of the reported securities.
There are three managers on the Reporting Person’s board of managers— David Hooper, Thomas Flocco and Todd Khoury. Each manager
has one vote, and the approval of a majority is required to approve an action of the Reporting Person. As such, each manager disclaims
beneficial ownership of the reported securities and the filing of this Statement shall not be construed as an admission that the Reporting
Person or any of the managers is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities
covered by this Statement.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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Not
Applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable.
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Item
10.
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Certification
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Not
Applicable.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 9, 2022
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Authentic Equity Sponsor LLC
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/s/ Todd Khoury
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Name:
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Todd Khoury
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Title:
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Vice President
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