SEC FORM 4/A

SEC FORM 4/A SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Nayyar Ashok

(Last)

(First)

(Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Atlantic Avenue Acquisition Corp [ ASAQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, par value $0.0001 per share	⁽²⁾	11/16/2020		J⁽³⁾			750,000	⁽²⁾	⁽²⁾	Class A common stock, par value $0.0001	750,000⁽³⁾	$0	4,565,000	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Nayyar Ashok

(Last)

(First)

(Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlantic Avenue Partners LLC

(Last)

(First)

(Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlantic Avenue Partners GP LLC

(Last)

(First)

(Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

Explanation of Responses:

1. This form is being filed by the following reporting persons: Ashok Nayyar, Atlantic Avenue Partners LLC (the "Sponsor") and Atlantic Avenue Partners GP LLC (the "GP" and, together with the Sponsor and Ashok Nayyar, the "Reporting Persons"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

2. The shares of Class B Common Stock, par value $0.0001 (the "Class B Shares"), of Atlantic Avenue Acquisition Corp (the "Issuer") have no expiration date and are convertible into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer, as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-248782).

3. The Sponsor forfeited 750,000 Class B Shares to the Issuer for no consideration in connection with the underwriters' election not to exercise the over-allotment option.

4. The managing member of the Sponsor is the GP, and Mr. Nayyar is the sole and managing member of the GP.

5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

This amended Form 4 is filed to correct an error in the balance of Class B Shares reported by the Reporting Persons in the Form 4 filed on November 17, 2020 and correct the transaction code to code "J". The balance of Class B Shares previously reported was incorrect due to an error in the number of Class B Shares originally reported in the Form 3 filed by the Reporting Persons on October 1, 2020. The Reporting Persons have filed a second amended Form 3 on this date to reflect the corrected number of Class B Shares held as of October 1, 2020 (5,315,000). Exhibit 99.1 Joint Filer Information and Signatures.

	/s/ Ashok Nayyar	02/02/2021
	** Signature of Reporting Person	Date
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* 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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SEC Form 4 filed by Ashok Nayyar