Sec Form 4 Filing - Authentic Equity Sponsor LLC @ Authentic Equity Acquisition Corp. - 2023-01-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Authentic Equity Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Authentic Equity Acquisition Corp. [ AEAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 32 ELM PLACE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2023 (Street) RYE, NY10580 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) 01/25/2023 J 6,924,999 ( 1 ) ( 1 ) Class A Ordinary Shares 6,924,999 ( 1 ) 1 D( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Authentic Equity Sponsor LLC 32 ELM PLACE, 2ND FLOOR RYE, NY10580 X Signatures /s/ Todd Khoury as attorney-in-fact for Authentic Equity Sponsor LLC 01/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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