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~~October 283, 2022

ATLANTIC AVENUE ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Delaware		001-39582		85-2200249
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

2200 Atlantic Street, Suite 501

Stamford, Connecticut 06902

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (203) 989-9709

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications 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-commencement 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 Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	ASAQ.U	The New York Stock Exchange
Class A common stock, par value $0.0001	ASAQ	The New York Stock Exchange
Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	ASAQ WS	The New York Stock Exchange

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).

Emerging growth company ☒

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 8.01. Other Events.

On ~~September~~October 283, 2022, Atlantic Avenue Acquisition Corp, ~~a Delaware corporation~~ (the “Company”), issued a press release announcing that it ~~intends~~has tocancelled ~~adjourn,~~its ~~without conducting any business, the~~ special meeting of ~~its~~ stockholders tothat bewas previously ~~held~~scheduled ~~with~~for ~~respect~~10:00 toAM ~~the~~Eastern ~~extension~~time ofon ~~the~~October ~~time~~4, ~~the~~2022, ~~Company~~and ~~has~~that, due to ~~consummate~~its inability to complete an initial business combination (within the ~~“Extension~~time ~~Meeting”),~~period ~~which~~required isby ~~scheduled~~its toAmended ~~occur~~and atRestated ~~10:00 a.m.~~Certificate of Incorporation, ~~Eastern~~the ~~time~~Company intends to dissolve and liquidate, effective as of the close of business on ~~September~~October 296, 2022, and ~~reconvene~~will atredeem ~~10:00~~all ~~a.m.,~~of ~~Eastern~~the ~~time,~~outstanding onshares ~~October~~of 4.Class ~~The~~A ~~Extension~~common ~~Meeting~~stock ~~will~~that ~~still~~were beincluded ~~held~~in ~~virtually~~the units issued in its initial public offering (the “Public Shares”), at ~~https://www~~a per-share redemption price of approximately $10.~~cstproxy~~03.~~com/asaqspac/2022.~~

InAs ~~connection~~of ~~with~~ the ~~adjournment~~close of ~~the~~business ~~Extension~~on ~~Meeting~~October 6, ~~the~~2022, ~~Company is extending~~ the ~~deadline~~Public ~~for~~Shares ~~holders~~will ofbe ~~its~~deemed ~~Class~~cancelled Aand ~~common~~will ~~stock~~represent toonly ~~exercise~~the ~~their~~ right to ~~redeem~~ ~~their~~receive ~~shares for their pro rata portion of~~ the ~~funds available in the Company’s trust account, or to withdraw any previously delivered demand for~~ redemption, ~~to 5:00 p~~amount.~~m., Eastern time, on September 30, 2022 (two business days before the Extension Meeting).~~

AIn ~~copy~~order to provide for the disbursement of funds from the ~~press~~trust ~~release~~account, isthe ~~furnished~~Company ashas ~~Exhibit~~instructed ~~99.1~~the trustee of the trust account to ~~this~~take ~~Current~~all ~~Report~~necessary onactions ~~Form~~to liquidate 8the securities held in the trust account. The proceeds of the trust account will be held in a non-Kinterest ~~(this~~bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “~~Current~~street ~~Report~~name,”) however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after October 6, 2022.

~~Forward-Looking~~The ~~Statements~~Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~Certain~~The ~~statements~~Company ~~made~~expects inthat ~~this~~the ~~Current~~New ~~Report~~York ~~are~~Stock ~~“forward~~Exchange ~~looking~~will ~~statements”~~file ~~within~~a ~~the~~Form ~~meaning~~25 ofwith the ~~“safe harbor” provisions of the~~ United States ~~Private~~ Securities ~~Litigation~~ Reform Act of 1995. When used in this Current Report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and ~~variations~~Exchange ~~of these~~Commission ~~words or similar expressions~~ (or the ~~negative versions of such words or expressions~~“Commission”) ~~are intended~~ to ~~identify~~delist forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s ~~control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements~~securities. ~~Important~~The ~~factors, among others, that may affect actual results or outcomes include: the risk that approval of the~~ Company’s ~~stockholders~~thereafter ~~for~~expects ~~the extension is not obtained; the inability of the Company~~ to ~~enter~~file ~~into~~ a ~~definitive~~ ~~agreement~~Form 15 with ~~respect to an initial business combination within~~ the ~~time~~Commission ~~provided~~to interminate the ~~Company’s~~registration ~~amended and restated certificate~~ of ~~incorporation; the level of redemptions made by the Company’s stockholders in connection with the Extension and~~ its ~~impact~~securities on the amount of funds available in the Company’s trust account to complete an initial business combination; and those factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on April 7, 2022, under the ~~heading~~Securities ~~“Risk~~Exchange ~~Factors,”~~Act ~~and other documents~~ of ~~the Company filed~~1934, ~~or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether~~ as ~~a result of new information, future events or otherwise, except as required by law~~amended.

2A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description ~~of Exhibits~~
99.1		Press Release, dated ~~September~~October 283, 2022.
104		Cover Page Interactive Data File -(embedded ~~Embedded~~ within the ~~inline~~Inline XBRL document.)

3 SIGNATURE

SIGNATURES

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.

Dated: October 3, 2022

	ATLANTIC AVENUE ACQUISITION CORP

	By:	/s/ Barry Best
	Name:	Barry Best
	Title:	Chief Financial Officer

Date: September 29, 2022

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