Authentic Equity Sponsor LLC - Jan 25, 2023 Form 4 Insider Report for Authentic Equity Acquisition Corp. (AEAC)

Role: 10%+ Owner
Signature: /s/ Todd Khoury as attorney-in-fact for Authentic Equity Sponsor LLC
Stock symbol: AEAC
Transactions as of: Jan 25, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/27/2023, 05:30 PM
Previous filing: Aug 4, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AEAC	Class B Ordinary Shares	Other		-6.92M	-100%		1	Jan 25, 2023	Class A Ordinary Shares	6.92M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Authentic Equity Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On January 6, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association (the "Articles") and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by the reporting person (the "Sponsor" or the "Reporting Person") were surrendered for no compensation on January 25, 2023.
F2	This Form 4 is being filed in part by the Sponsor. There are three managers of the Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of the Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the Sponsor. Based upon the foregoing analysis, no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

Content

On January 6, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association (the "Articles") and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by the reporting person (the "Sponsor" or the "Reporting Person") were surrendered for no compensation on January 25, 2023.

This Form 4 is being filed in part by the Sponsor. There are three managers of the Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of the Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the Sponsor. Based upon the foregoing analysis, no individual manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

Remarks:

After giving effect to the Issuer's delisting and deregistration, the Reporting Person will no longer be subject to Section 16 reporting obligations.